PARNASSUS INCOME FUND
485BPOS, 1997-05-01
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                                                    1933 Act File No.: 33-36065
                                                    1940 Act File No.: 811-6673

                       Securities and Exchange Commission
                              Washington, DC 20549


                                    Form N-1A

                  REGISTRATION UNDER THE SECURITIES ACT OF 1933

   
                         Post-Effective Amendment No. 6
    

                                     and/or

                  REGISTRATION UNDER THE INVESTMENT ACT OF 1940

   
                                 Amendment No. 8
    



                            THE PARNASSUS INCOME FUND

               (Exact Name of Registrant as Specified in Charter)

                                   One Market
                           Steuart Tower - Suite #1600
                             San Francisco, CA 94105

                     (Address of Principal Executive Office)

        Registrant's Telephone Number including Area Code: (415) 778-0200

                                Jerome L. Dodson
                                   One Market
                           Steuart Tower - Suite #1600
                             San Francisco, CA 94105


                     (Name and Address of Agent for Service)


   
   It is proposed that this filing will become effective on May 1, 1997 pursuant
to paragraph (b) of Rule 485.


   Pursuant to Rule 24f-2 under the Investment  Company Act of 1940,  Registrant
has registered an indefinite  number of shares of beneficial  interest under the
Securities Act of 1933 and the Rule 24f-2 notice for issuer's fiscal year ending
December 31, 1996 was filed on February 10, 1997.
    


                            THE PARNASSUS INCOME FUND
                              Cross Reference Index

         ITEM                               REFERENCE

Part A.  Information Required in a Prospectus

Item 1.  Cover Page                         Cover Page
Item 2.  Synopsis; Fee Information          Fund Expenses (p.2)
Item 3.  Financial Highlights               Financial Highlights (p.3)
Item 4.  General Description of             Investment Objective (p.5)
         Registrant                         Other Investment Policies (p.10);
                                            General Information (p.19)
Item 5.  Management of the Fund             Management (p.13); The Adviser(p.14)
                                            General Information (p.19)
Item 6.  Capital Stock and other            Dividends and Taxes (p.17); 
         Securities                         How to Purchase Shares (p.14)
                                            Management (p.13)
Item 7.  Purchase of Securities Being       How to Purchase Shares (p.14)
         Offered
Item 8.  Redemption or Repurchase           How to Redeem Shares (p.16)
Item 9.  Legal Proceedings                  None

Part B   Information Required in a Statement of Additional Information

Item 10. Cover Page                         Cover Page (B-1)
Item 11. Table of Contents                  Table of Contents (B-1)
Item 12. General Information & History      General (B-14)
Item 13. Investment Objective & Policies    Investment Objectives
                                                  & Policies (B-2)
Item 14. Management of the Registrant       Management (B-8)
Item 15. Control Person & Principal         Control Persons (B-9)
              Holders of Securities
Item 16. Investment Advisory & Other        The Adviser (B-11)
              Services
Item 17. Brokerage Allocation & Other       The Adviser (B-11); Portfolio
              Practices                     Transactions and Brokerage (B-11)
Item 18. Capital Stock & Other Securities   General (B-14)
Item 19. Purchase, Redemption & Pricing     Net Asset Value (B-13)
              of Securities Being Offered
Item 20. Tax Status                         Prospectus (p.17)
Item 21. Underwriters                       Portfolio Transactions and
                                            Brokerage (B-11)
Item 22. Calculation of Performance Data    Performance Advertising and
                                            Calculation of Total Return 
                                            and Yield (B-10); Yield of
                                            Fixed-Income and California  
                                            Tax-Exempt Portfolio (B-10);
                                            Effective Yield (B-10)
Item 23. Financial Statements               Financial Statements (B-15)

<PAGE>

THE PARNASSUS INCOME FUND

   
PROSPECTUS-MAY 1, 1997
    

   The Parnassus Income Fund (the "Fund") is a "no load," diversified,  open-end
series  management  investment  company  managed by Parnassus  Investments  (the
"Adviser").  The  Adviser  chooses  the Fund's  investments  for all  portfolios
according to social  standards  described in this  Prospectus.  In general,  the
Adviser will choose  investments  that it believes  will have a positive  social
impact.

   The Fund has three portfolios.  The Balanced Portfolio invests in both stocks
and bonds and its investment objective is both current income and capital gains.
The Fixed-Income  Portfolio  invests  primarily in bonds and other  fixed-income
investments and its investment  objective is current income and  preservation of
capital. The California Tax-Exempt Portfolio (for California residents only) has
as its  investment  objective a high level of current income exempt from federal
and  California   personal  income  taxes  consistent  with  prudent  investment
management.

   
   This  Prospectus  provides  you with the basic  information  you should  know
before  investing  in the  Fund.  You  should  read it and  keep  it for  future
reference.  A  Statement  of  Additional  Information  (SAI)  dated  May 1, 1997
containing  additional  information  about  the  Fund has  been  filed  with the
Securities  and Exchange  Commission  and is  incorporated  by reference in this
Prospectus in its entirety. You may obtain a copy of the Statement of Additional
Information without charge by calling the Fund at (800) 999-3505.
    

TABLE OF CONTENTS
- -------------------------------------------------------------------------------
Fund Expenses                        2     Management                        13
Financial Highlights                 3     The Adviser                       14
The Legend of Mt. Parnassus          4     How to Purchase Shares            14
Investment Objective and Policies    5     How to Redeem Shares              16
Other Investment Policies           10     Dividends and Taxes               17
Performance Information             11     General Information               19

   THESE  SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION NOR HAS THE SECURITIES
AND  EXCHANGE  COMMISSION  OR ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.



<PAGE>


FUND EXPENSES

The following table  illustrates all expenses and fees that a shareholder of the
Fund will incur.

   SHAREHOLDER TRANSACTION EXPENSES
   -----------------------------------------------------------------------------
                                                                      CALIFORNIA
                                             BALANCED   FIXED-INCOME  TAX-EXEMPT
                                             PORTFOLIO    PORTFOLIO    PORTFOLIO
   -----------------------------------------------------------------------------
   Maximum Sales load Imposed on Purchases
       (as a percentage of offering price)     None         None         None
   Redemption Fees                             None         None         None
 

   
   ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
   ----------------------------------------------------------------------------
   Management Fees (after fee waiver)           0.50%       0.10%        0.20%
   12b-1 Fees                                   None        None         None
   Other expenses (after expense reimbursement) 0.65%       0.83%        0.51%
   Total Fund Operating Expenses                1.15%*      0.93%*       0.71%*
    

   The  purpose of this table is to assist the  investor  in  understanding  the
various costs and expenses that a shareholder  in the Fund will bear directly or
indirectly. The following example illustrates the expenses that you would pay on
a $1000  investment  over various time periods  assuming (1) a 5% annual rate of
return and (2) redemption at the end of each time period.  As noted in the table
above, the Fund charges no redemption fees of any kind.

   
                                    ONE YEAR  THREE YEARS  FIVE YEARS  TEN YEARS
                                    --------  -----------  ----------  ---------
   Balanced Portfolio                 $12        $37          $63        $140
   Fixed-income Portfolio               9         30           51         114
   California Tax-Exempt Portfolio      7         23           40          88

   The expenses  shown above are  cumulative--not  ones you pay every year.  For
example,  the $140 figure for ten years with the  Balanced  Portfolio is not the
annual expense,  but the total cumulative expenses a shareholder would have paid
for the  entire  ten-year  period.  This  example  should  not be  considered  a
representation of past or future expenses or performance. Actual expenses may be
greater or less than those shown.
    

   From time to time,  the Fund may direct  brokerage  commissions to firms that
may pay certain  expenses of the Fund subject to "best  execution." This is done
only  when  brokerage  costs are  reasonable  and the Fund  determines  that the
reduction of expenses is in the best interest of the shareholders. See page B-11
of the SAI for more  information.  Since this happens on an irregular basis, the
effect on the expense ratios cannot be calculated with any degree of certainty.

   
   * The Fund  compensates  Parnassus  Investments  for its services as Transfer
Agent and Accounting Agent in the form of fixed fees, which are not based upon a
percentage  of the  average  net assets of the Fund.  The  Adviser has agreed to
reduce its  management  fee to the extent  necessary  to limit  total  operating
expenses  to 1.25% of net assets  for the  Balanced  Portfolio  and 1.00% of net
assets for the  Fixed-Income  and California  Tax-Exempt  Portfolios.  For 1996,
Parnassus  Investments  reduced  its fees and  reimbursed  expenses  so that the
expense  ratios  were even lower than  these  limits.  Had there been no expense
reimbursement or fee waiver, total expense ratios for the Balanced, Fixed-Income
and  California  Tax-Exempt  Portfolios  would have been 1.40%,  1.33% and 1.00%
respectively.
    

<PAGE>

<TABLE>

   
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------------------------------------
<CAPTION>
   Selected data for each share of capital stock outstanding,  total return and ratios/supplemental data
the years ended December 31, 1996,  1995,  1994, 1993 and seven month period ended December 31, 1992 are
as follows:
- -------------------------------------------------------------------------------------------------------------
Balanced Portfolio                           1996           1995           1994           1993           1992
- -------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>            <C>            <C>            <C>  
Net asset value at beginning of period      $19.58         $15.70         $17.46         $16.17         $0.00
                                             -----          -----          -----          -----         -----
INCOME FROM INVESTMENT OPERATIONS:
   Net investment income                      0.98           0.88           0.80           1.20          0.17
   Net realized and unrealized gain                
               (loss) on securities           0.37           3.93          (1.75)          1.36         16.15
                                             -----          -----          -----          -----         -----
     Total from investment operations         1.35           4.81          (0.95)          2.56         16.32
                                             -----          -----          -----          -----         -----
DISTRIBUTIONS:
   Dividends from net investment income      (0.97)         (0.90)         (0.81)         (1.21)        (0.15)
   Distributions from net realized gain                   
                       on securities         (1.40)         (0.03)          0.00          (0.06)         0.00
                                             -----          -----          -----          -----         -----
    Total distributions                      (2.37)         (0.93)         (0.81)         (1.27)        (0.15)
                                             -----          -----          -----          -----         -----
Net asset value at end of period            $18.56         $19.58         $15.70          $17.46       $16.17
                                             -----          -----          -----          ------        -----
TOTAL RETURN *                               7.09%          31.13%        (5.39%)         15.91%        8.58%

RATIOS/SUPPLEMENTAL DATA:
  Ratio of expenses to average net 
                 assets (actual)**           0.80%           0.72%         0.83%           0.81%        0.00%
  Decrease reflected in the above  
     expense ratios due to undertakings  
     by Parnassus Investments                0.60%           0.82%         0.88%           1.24%        1.14%
  Ratio of net investment income to 
     average net assets                      4.56%           4.76%         5.15%           4.94%        2.44%
   Portfolio turnover rate                  47.80%          15.36%         6.50%          33.40%       23.54%
Average commission per share***             $0.069            .-             .-             .-            .-       
Net assets, end of period (000's)          $33,362         $26,779       $17,087         $11,542       $3,241


- -------------------------------------------------------------------------------------------------------------
Fixed-Income Portfolio                       1996           1995           1994           1993           1992
- -------------------------------------------------------------------------------------------------------------
Net asset value at beginning of period      $15.73         $13.79         $15.89         $15.33         $0.00
                                             -----          -----          -----          -----         -----
INCOME FROM INVESTMENT OPERATIONS:
   Net investment income                      0.92           0.95           1.02           1.03          0.36
   Net realized and unrealized gain 
     (loss) on securities                    (0.31)          1.95          (2.08)          0.57         15.32
                                             -----          -----          -----          -----         -----
     Total from investment operations         0.61           2.90          (1.06)          1.60         15.68
                                             -----          -----          -----          -----         -----
DISTRIBUTIONS:
  Dividends from net investment income       (0.91)         (0.96)         (1.04)         (1.03)        (0.35)
  Distributions from net realized 
    gain on securities                        0.00           0.00           0.00          (0.01)         0.00
                                             -----          -----          -----          -----         -----
    Total distributions                      (0.91)         (0.96)         (1.04)         (1.04)        (0.35)
                                             -----          -----          -----          -----         -----
Net asset value at end of period            $15.43         $15.73         $13.79         $15.89        $15.33
                                             -----          -----          -----          -----         -----
TOTAL RETURN *                               4.08%         21.58%         (6.76%)        10.59%         2.87%

RATIOS/SUPPLEMENTAL DATA:
   Ratio of expenses to average net 
     assets (actual)**                       0.83%          0.90%          0.81%          0.68%         0.00%
   Decrease reflected in the above 
     expense ratios due to undertakings  
     by Parnassus Investments                0.50%          0.73%          0.98%          1.00%         1.18%
   Ratio of net investment income to 
     average net assets                      5.98%          6.20%          7.00%          6.43%         3.20%
   Portfolio turnover rate                   2.80%         12.10%          5.20%         10.90%        15.29%
Net assets, end of period (000's)           $8,384         $6,585         $4,545         $4,160        $2,093


- -------------------------------------------------------------------------------------------------------------
California Tax-Exempt Portfolio              1996           1995           1994           1993           1992
- -------------------------------------------------------------------------------------------------------------
Net asset value at beginning of period      $16.06         $14.28         $16.10         $15.06        $ 0.00
                                             -----          -----          -----          -----         -----
INCOME FROM INVESTMENT OPERATIONS:
   Net investment income                      0.80           0.82           0.80           0.77          0.19
   Net realized and unrealized gain 
     (loss) on securities                    (0.06)          1.78          (1.81)          1.16         15.05
                                             -----          -----          -----          -----         ----- 
     Total from investment operations         0.74           2.60          (1.01)          1.93         15.24
                                             -----          -----          -----          -----         -----
DISTRIBUTIONS:
   Dividends from net investment income      (0.78)         (0.82)         (0.81)         (0.78)        (0.18)
   Distributions from net realized 
          gain on securities                  0.00           0.00           0.00          (0.11)         0.00
                                             -----          -----          -----          -----         -----
        Total distributions                  (0.78)         (0.82)         (0.81)         (0.89)        (0.18)
                                             -----          -----          -----          -----         -----
Net asset value at end of period            $16.02         $16.06         $14.28         $16.10        $15.06
                                             -----          -----          -----          -----         -----
TOTAL RETURN *                                4.78%         18.60%        (6.36%)         13.03%         1.70%

RATIOS/SUPPLEMENTAL DATA:
   Ratio of expenses to average net 
     assets (actual)**                        0.54%          0.50%          0.39%          0.48%         0.00%
   Decrease reflected in the above 
     expense ratios due to undertakings 
     by Parnassus Investments                 0.46%          0.69%          0.87%          0.99%         2.10%
   Ratio of net investment income to 
     average net assets                       4.96%          5.30%          5.37%          4.89%         2.10%
   Portfolio turnover rate                    0.00%         13.10%         12.00%         20.46%         0.00%
Net assets, end of period (000's)            $5,835         $4,483         $3,902         $3,256        $1,061


<FN>
*   1992 ratios relfect returns for seven months of operation and are not annualized.

**  Parnassus  Investments has agreed to a 1.25% limit on expenses for the Balanced Portfolio and 1% for
    the Fixed-Income and California  Tax-Exempt  Portfolios (See Note 5 for details).  Certain fees were
    waived for years for the years ended December 31, 1996,1995, 1994 and 1993. All expenses were waived
    for the  seven-month  period ended  December 31,  1992;  therefore,  the actual ratio of expenses to
    average net assets for each portfolio was 0%.

*** Average  commission rate is calculated for the periods  beginning  January 1, 1996 and applies only to
    portfolios with equity holdings.
</FN>

    
</TABLE>

Note:  This  information is taken from audited  financial  statements  that were
published in the Fund's annual reports and was audited by Deloitte & Touche LLP.


THE LEGEND OF MT. PARNASSUS
- --------------------------------------------------------------------------------
   Parnassus  is a mountain  in central  Greece  whose twin peaks rise more than
8,000 feet above sea level.  A dense forest covers the slopes of Mt.  Parnassus,
but the summit is rocky and, most of the time,  covered with snow.  The mountain
plays a  prominent  role in  Greek  mythology  because  on its  southern  slope,
overlooking the Gulf of Corinth, lies Delphi, site of the famous oracle.

   Originally,  the oracle  belonged to Gaia, the earth goddess.  Later,  Mother
Earth was worshipped under the name Delphyne and she controlled the oracle along
with her serpent-son,  Python,  and her  priestess-daughters  who controlled the
rites.  Eventually,  the Greek god, Apollo,  took over the site, doing away with
Python, but keeping the priestesses.

   The  most  "Greek"  of  the  gods,  Apollo   represented   enlightenment  and
civilization and presided over the establishment of cities.  Identified with the
development  of Greek codes of law,  Apollo was also the god of light,  a master
musician and a skilled archer.  Legend has it that Python,  an enormous  serpent
raised in the caves of Mt. Parnassus, controlled the site of Delphi. When
<PAGE>


Apollo,  representing  civilization,  challenged Python,  representing  anarchy,
there was a heroic struggle, but the god finally killed the dragon by shooting a
hundred arrows into its body.

   There  were  many  oracles  in  ancient  Greece,  but only the one at  Delphi
achieved  a record of  reliability.  Apollo's  temple at Delphi  soon  became an
enormous  storehouse of treasures that were gifts of those who had consulted the
oracle.

   The oracle communicated through the voice of a priestess who spoke while in a
trance.  The priests of Delphi,  who  interpreted  the sayings of the priestess,
obtained a great deal of knowledge  and  information  from talking to the people
who came from all over the Greek world to consult at the shrine of Apollo. Quite
often, the oracle went against the prevailing wisdom of the time and frequently,
the proud were humbled and the lowly were justified.


INVESTMENT OBJECTIVE AND POLICIES
- -------------------------------------------------------------------------------

SOCIAL POLICY

   The Adviser will look for certain  social  policies in the companies in which
it invests.  These social policies are: (1) treating  employees fairly (2) sound
environmental protection policies (3) a good equal employment opportunity policy
(4) quality products and services (5) sensitivity to the communities  where they
operate  and (6)  ethical  business  practices.  Obviously,  no company  will be
perfect  in all  categories,  but the  Adviser  will make  value  judgements  in
deciding which companies best meet the criteria.  The Adviser will also consider
social  factors  other  than  these  six  (as  discussed  under  the  investment
objectives of each of the three portfolios).

   Although the Fund will emphasize positive reasons for investing in a company,
our operating policies call for excluding  companies that manufacture alcohol or
tobacco  products  or are  involved  with  gambling.  The Fund also  screens out
weapons contractors and those that generate electricity from nuclear power.

   The social  criteria of the Parnassus  Income Fund limit the  availability of
investment  opportunities.  However,  the Trustees and the Adviser  believe that
there are  sufficient  investments  available  that can meet the  Fund's  social
criteria and still provide a competitive rate of return.


BALANCED PORTFOLIO

   The primary objective of the Balanced Portfolio is current income and capital
preservation.  Capital appreciation is a secondary objective.  The Fund will try
to  achieve  this   objective  by  investing  in  a  diversified   portfolio  of
fixed-income  and equity  securities.  There is no  predetermined  allocation of
assets  for the  Balanced  Portfolio.  The  Adviser  will  determine  the mix of
investments  depending  upon  its  view  of  the  economic  outlook  and  market
conditions. This portfolio will, however, maintain at least 25% of its assets in
fixed-income securities at all times.

   The Balanced Portfolio may invest in both common and preferred stocks as well
as securities that are convertible into these instruments.  A common stock issue
selected for this portfolio,

<PAGE>


however, must pay a dividend at least equal to that paid by the average stock in
the S&P 500.  Issuers of equity  securities must meet the social criteria stated
in this prospectus.

   The  Balanced  Portfolio  will have the same  criteria  for its  fixed-income
investments as the Fixed-income  Portfolio.  For details, see the description of
the Fixed-income Portfolio below.

   The Balanced  Portfolio  may also invest up to 10% of its assets in community
development  loan funds such as those that provide  financing for small business
and low and moderate income  housing.  The Fund will not make loans to a project
itself,  but rather will invest money in an  intermediary  community  loan fund.
With projects having a strong,  positive social impact,  this portfolio may lend
money at below  market  interest  rates.  Generally  speaking,  there will be no
secondary  market for these loans and thus, there will be no liquidity for these
investments.  Although  the Fund  may  make  concessions  on  interest  rate and
liquidity,  no  concessions  will be made on standards of  creditworthiness.  In
general,  the Fund  will  work  with  community  organizations  that  have had a
successful record in making these kinds of loans.



RISK FACTORS

   As with all investments,  there are a number of risk factors  associated with
the Balanced  Portfolio.  The equity portion of the Balanced  Portfolio  poses a
risk in that an  individual  enterprise  may fall on hard times and operate with
little or no profits;  this would depress the price of its stock. There are also
risks  associated  with the economic  cycle (e.g. a recession) as well as market
risks  that might  sharply  reduce  the  valuation  of all stocks or stocks in a
specific industry.  Since the Balanced Portfolio will invest only in stocks that
pay a dividend,  the equity portion of the portfolio will be invested in larger,
more mature  companies.  These companies tend to be safer and less volatile than
those companies that don't pay a dividend.

   With preferred stock and higher-yielding  common stocks such as utilities,  a
major risk will be increased  interest rates that will decrease the market value
of the securities in question.  For a fuller  description of interest rate risk,
see the Risk Factors  section under  Fixed-income  Portfolio.  The discussion of
risk factors in that section  also applies to the fixed-  income  portion of the
Balanced Portfolio.

   There are also special risks involved with community  development loans which
may comprise as much as 10% of this portfolio. These loans do not have liquidity
and community  loan funds don't have the same kind of financial  resources as do
large commercial  enterprises.  Moreover,  there is no publicly  available track
record for  community  loan  funds so it is hard to assess the  history of these
kinds of loans.  In fact, one of the social  objectives of the Parnassus  Income
Fund is to establish a publicly available track record for community development
loans.



FIXED-INCOME PORTFOLIO

   The  investment  objective of the  Fixed-income  Portfolio is a high level of
current income consistent with safety and capital preservation. The Adviser will
try to achieve this  objective by investing in a diversified  portfolio of bonds
and other fixed-income  instruments that are rated investment grade. "Investment
grade" means receiving a rating within the four highest categories as determined
by  a   nationally-recognized   rating  service  such  as  Standard  and  Poor's
Corporation

<PAGE>

or Moody's Investors Service.  Securities in the lowest of these four categories
are considered  in-vestment grade, but they may have speculative  elements about
them.  The  Fixed-Income  Portfolio  will have at least 65% of its net assets in
securities rated "A" or better.  See the Appendix in the Statement of Additional
Information for a description of bond ratings.  Obligations issued or guaranteed
by the United States Government, its agencies or instrumentalities need not have
a rating.

   The fixed-income securities may be long-term, intermediate-term or short-term
or any combination thereof,  depending on market conditions.  They may also have
floating or variable  interest  rates.  Securities in this Portfolio may include
preferred stock, convertible preferred stock and convertible bonds.

   The Fixed-income  Portfolio will invest only in investment grade  securities.
We will not invest in "high-yield" or "junk" bonds.  Because of this emphasis on
quality and safety, the yield may not be as high as it otherwise might be.

   One of the social  objectives  of this  portfolio  is  long-term  support for
housing.  In this regard,  the Fund expects  that a  substantial  portion of the
Fixed-income  Portfolio will be invested in obligations of the Federal Home Loan
Mortgage  Corporation  (FHLMC or "Freddie Mac"), the Federal  National  Mortgage
Association  (FNMA  or  "Fannie  Mae")  and  the  Government  National  Mortgage
Association  (GNMA or "Ginnie  Mae").  Other  fixed-income  securities  that the
Adviser may choose from that have a positive  social impact include  obligations
of the Student Loan  Marketing  Association  (higher  education) and the Federal
Farm Credit System (family  farms).  This Portfolio may also invest up to 10% of
its assets in community  development loan funds. See the section on the Balanced
Portfolio for details.



RISK FACTORS

   The Adviser  anticipates that the Fixed-income  Portfolio's  average weighted
maturity  will be  between  5 and 20  years.  Because  of this  relatively  long
maturity,  the value of this  portfolio  will vary  inversely  with  changes  in
interest  rates. As interest rates go up, the net asset value (NAV) will go down
and as  interest  rates  drop,  the  NAV  of  this  Portfolio  will  go up.  The
Fixed-income  Portfolio is intended for  investors  who can accept the fact that
there  will be  principal  fluctuations.  The NAV of the  Portfolio  may also be
affected  by things  other than  interest  rates such as credit risk and general
market factors.



CALIFORNIA TAX-EXEMPT PORTFOLIO

   The investment objective of the California Tax-Exempt Portfolio is to provide
high current income exempt from both federal and California  personal income tax
while  choosing a portfolio that will have a positive  social and  environmental
impact.  The Adviser will pursue this  objective  by investing in a  diversified
portfolio of tax-exempt,  investment grade securities issued by California state
and local  governments  and by other public  authorities.  This Portfolio is for
California  residents  only.  David  Pogran  is the  portfolio  manager  for the
California Tax-Exempt Portfolio.

   The two principal classifications of municipal bonds are "general obligation"
and "revenue" bonds.  General obligation bonds are backed by the taxing power of
the issuer and considered

<PAGE>


the safest type of municipal bond.  Revenue bonds are backed by the revenue from
a specific  project  and may be backed by the credit and  security  of a private
user.  Investments in revenue bonds have more potential risk.  While interest on
private  activity  revenue bonds may be tax- exempt,  it may be treated as a tax
preference  item for  taxpayers  subject to the  alternative  minimum  tax.  The
California  Tax-Exempt  Portfolio will minimize its investment in such bonds and
no more than 20% of the  Portfolio's  assets  will be  invested  in bonds  whose
income is treated as a tax preference item under the federal alternative minimum
tax.

   The  Portfolio  may also purchase a right to sell a security held by the Fund
back to the issuer of the  security or another  party at an agreed upon price at
any time during a stated period or on a certain date.  These rights are referred
to as "demand  features" or "puts." The Portfolio may also purchase  floating or
variable rate obligations  (including  participations)  as well as variable rate
demand notes (VRDNs) which feature interest rates that float with an index and a
"put" feature. For temporary purposes, the Portfolio may invest up to 10% of its
assets in no-load,  open-end  investment  companies  which invest in  tax-exempt
securities  with  maturities  of less than one year ("tax  exempt  money  market
funds")  but the  Portfolio  will put no more than 5% of its assets into any one
fund.

   Normally,  the  Portfolio  will have all its assets  invested  in  tax-exempt
securities,  but may  temporarily  invest in  short-term  taxable  money  market
instruments.  Temporary  investments  will be limited to  obligations  issued or
guaranteed by the United States Government,  its agencies or  instrumentalities,
prime   commercial   paper  or   deposits   with   federally-insured   financial
institutions.

   The  California  Tax-Exempt  Portfolio  will  contain only  investment  grade
securities,  i.e.  those that have been rated at the time of  purchase in one of
the four highest  categories by Moody's,  Standard & Poor's Corporation or Fitch
Investors  Service,  or if unrated,  being similar in quality,  in the Adviser's
opinion,  to the top four categories.  These are considered  "investment  grade"
securities although bonds in the fourth highest category ("Baa") are regarded as
having an adequate  capacity to pay  principal  and  interest,  but with greater
vulnerability  to adverse economic  conditions;  they also have some speculative
characteristics.  (An  Appendix  to  the  Statement  of  Additional  Information
contains a description of the ratings of Moody's,  Fitch and Standard & Poor's.)
The  Portfolio  will not invest more than 20% of its total assets in  securities
rated in the  fourth  highest  category.  If the  rating on an issue held by the
Portfolio falls below investment grade after purchase, the Adviser will consider
such an  event  in its  evaluation  of a  specific  security,  but it  will  not
necessarily  result in an automatic sale of that security.  The Portfolio  does,
however, have an operating policy that no more than 5% of its assets may consist
of securities  which were rated  investment  grade at the time of purchase,  but
subsequently  drop below  investment  grade.  Because the California  Tax-Exempt
Portfolio will emphasize  safety and avoid junk bonds and other securities below
investment grade, the yield may not be as high as it otherwise might be.

   Examples of  activities  which the Trustees have  determined  have a positive
social and  environmental  impact  include  financing  for  schools,  libraries,
hospitals,  mass transit,  low and moderate  income housing,  pollution  control
facilities,  renewable energy  resources,  energy  conservation  projects,  park
development  and  open  space  acquisition.   The  Portfolio  will  not  finance
activities with a negative social or  environmental  impact as determined by the
Trustees

<PAGE>


and the Adviser.  Examples of activities with a negative social or environmental
impact include generating electricity from nuclear power,  constructing freeways
when mass transit is more  appropriate  and building  large-scale  dams or other
water projects that encourage  waste.  For all activities not listed above,  the
Adviser will make a determination  on a case-by-case  basis as to whether or not
the activity in question has a positive social and environmental impact.

   Some municipal  securities (usually industrial  development bonds) are issued
to finance  privately-operated sports facilities,  convention centers, airports,
parking structures,  factories or commercial developments.  In these situations,
the Adviser will make decisions on a  case-by-case  basis as to the social value
of the project in question. For example, the Adviser would probably refrain from
investing in securities that financed a fast-food operation,  but probably would
invest in an issue used to construct a plant that provided  substantial benefits
to the local community and had no negative  environmental  consequences.  In the
case of a project  benefiting a specific  company,  the Portfolio will apply the
social criteria listed under the "Social Policy" heading in this Prospectus.

   In the case of a sports  facility,  it might have  positive  benefits such as
jobs, community pride, economic development and family activities.  On the other
hand, a new sports  facility might have negative  environmental  consequences or
put too much demand on community financial resources for the benefit of a sports
franchise  owner to the detriment of more  important  community  needs.  Another
important  consideration  in a sports  stadium  might be whether  it  encouraged
public  transit  or caused  more  traffic  jams.  In all cases  such as a sports
facility  where the  Trustees  have not  determined  whether an  activity  has a
positive or negative  social/environmental  impact, the Adviser will balance all
the relevant  factors and make a  determination  if a given  security  meets the
Fund's social criteria.

   As a  fundamental  policy,  with  respect  to  75%  of its  net  assets,  the
California  Tax-Exempt Portfolio will not purchase a security if, as a result of
the  investment,  more than 5% of its assets would be in the  securities  of any
single  issuer.  (For  this  purpose,  each  political  subdivision,  agency  or
instrumentality and each multi-state agency which issues industrial  development
bonds on behalf of a private  entity,  will be regarded as a separate issuer for
determining the diversification of the California Tax-Exempt Portfolio).

   
   Under normal  circumstances,  the California  Tax-Exempt Portfolio intends to
invest 100% of its assets in California  municipal  obligations.  As a matter of
fundamental  investment  policy,  the Port-folio will invest at least 80% of its
assets in municipal obligations, the interest on which will be free from federal
income taxation . As an operating policy,  the Portfolio will invest at least 65
% of its assets in California municipal obligations. Usually, the Portfolio will
substantially exceed these minimum requirements, but the Portfolio may invest up
to 20% of assets in private  activity  bonds that may be subject to the  federal
alternative minimum tax.
    




RISK FACTORS

   
     Since  the  California   Tax-Exempt  Portfolio  will  invest  primarily  in
California  municipal  securities,  there are special risks involved  because of
recent  changes in the State  constitution  and other laws that raise  questions
about the ability of State and municipal issuers to obtain sufficient

<PAGE>

revenue  to  pay  their  bond  obligations.   California  voters  have  approved
amendments to the State  constitution  which limit property taxes as well as the
ability of taxing entities to raise other types of taxes.  In addition,  another
constitutional  amendment,  popularly  known  as  the  Gann  Initiative,  limits
increases  in  revenue   appropriations.   Federal  legislative  proposals  have
threatened the tax-exempt status or use of municipal  securities.  From mid-1990
to late  1993,  California  suffered  the  worst  economic,  fiscal  and  budget
conditions since the 1930's. The weak economy lowered tax revenues and increased
the need for social welfare expenditures causing recurring budget deficits.  Due
to budgetary and fiscal stress,  between October 1991 and July 1994,  ratings on
the State's general obligation bonds were reduced from AAA to A by S&P, from Aaa
to A1 by Moody's and from AAA to A by Fitch.  As of June 30, 1996,  the economic
recovery  that  began in late  1993 has  helped  eliminate  the  State's  budget
deficit.  In 1996,  S&P and  Fitch  upgraded  ratings  on  California's  general
obligation  bonds  from  A to A+.  The  governor's  budgets  for  1996-1997  and
1997-1998 are balanced as proposed. However, these proposed budgets are based on
revenue and expenditure  assumptions.  If these  assumptions are not met, future
budget deficits could materialize.

   The Portfolio will invest in securities with maturities of more than one year
and the average  maturity of all securities  will usually be five years or more.
If the Adviser  determines  that  market  conditions  warrant a shorter  average
maturity,  the Portfolio will be adjusted  accordingly.  Since the value of debt
obligations  typically  varies inversely with changes in interest rates, the net
asset value per share (NAV) of the Portfolio will also fluctuate in this manner.
As interest  rates go up, the NAV will go down and as interest  rates drop,  the
NAV will go up. The  California  Tax-Exempt  Portfolio is intended for investors
who can  accept the fact that there  will be  principal  fluctuations.  (See the
Statement of  Additional  Information  for a further  discussion of risk factors
involved with investing in California tax-exempt securities.)
    

OTHER INVESTMENT POLICIES
- --------------------------------------------------------------------------------
   Under normal  circumstances,  each portfolio of the Fund will have its assets
invested according to its stated investment  objective.  However,  for temporary
defensive  purposes or pending the  investment  of the proceeds of sales of Fund
shares or  portfolio  securities,  all or part of the assets may be  invested in
money market instruments or in repurchase agreements.  In these situations,  the
Fund's portfolios will not be following their investment objectives.

   Repurchase agreements involve the purchase by the Fund of debt securities and
their resale at an agreed-upon  price.  In order to minimize risk, the Fund will
enter into repurchase  agreements only with  recognized  securities  dealers and
banks that present  minimal  credit risk and, in all  instances,  the agreements
will be collateralized by U.S.  Government  securities with a value equal to the
total  repurchase  price.  Repurchase  agreements are always for periods of less
than one year and no more than 5% of a  portfolio's  assets may be  invested  in
repurchase agreements.

   The Fund is subject to certain investment  restrictions which are fundamental
policies  that  cannot be  changed  without  the  approval  of the  holders of a
majority of the Fund's outstanding

<PAGE>


voting  securities.  An operating  policy of the Fund or a Portfolio is one that
can be changed by the Board of  Trustees.  Each  investment  policy set forth in
this  Prospectus is fundamental  unless  specifically  described as an operating
policy.  The investment  objective of each portfolio is a fundamental  policy as
are  restrictions  that provide that each portfolio may not: (i) with respect to
75% of a  portfolio's  net  assets,  invest more than 5% of the value of its net
assets  in  securities  of any one  issuer  (other  than  obligations  issued or
guaranteed by the United States Government,  its agencies or instrumentalities);
(ii) with respect to 75% of a portfolio's net assets,  purchase more than 10% of
the outstanding  voting  securities or of any class of securities of any issuer;
(iii)  invest more than 25% of the value of its total  assets in  securities  of
issuers  in any one  industry;  or (iv)  borrow  money  except  from  banks  for
temporary or emergency purposes in amounts not exceeding 10% of each portfolio's
total  assets.  (A  portfolio  may not make  additional  investments  while  any
borrowings  are  outstanding.)  It is  possible  for the  Fund  to make  limited
investments in the securities of other investment  companies.  See the Statement
of   Additional   Information   for  more  details  on  the  Fund's   investment
restrictions.

   
   An operating  (although not fundamental) policy of the Fund is that it should
not make an investment if, thereafter, more than 15% of a portfolio's net assets
would be illiquid.  If the Fund finds itself with more than 15% of a portfolio's
net assets so invested,  it will take action to bring the  portfolio's  illiquid
assets below 15%. Illiquid assets include: (i) those which are restricted,  i.e.
those  which  cannot be freely sold for legal  reasons  (which the Fund does not
expect to own); (ii) fixed time deposits subject to withdrawal  penalties (other
than overnight time deposits); (iii) re-purchase agreements having a maturity of
more than seven days; and (iv)  investments for which market  quotations are not
readily available. However, the 15% limit does not include obligations which are
payable at  principal  amount  plus  accrued  interest  within  seven days after
purchase.
    


PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

YIELD OF PORTFOLIOS

   From  time to  time,  the  Balanced,  the  Fixed-income  and  the  California
Tax-Exempt  Portfolios  may  advertise  their yields  including  current  yield,
effective  yield and tax  equivalent  yield.  Current yield refers to the income
generated by an investment  over a specific time period which is then annualized
(i.e. the amount of income  generated during a seven-day period is assumed to be
generated  each week over a 52-week  period and is shown as a percentage  of the
principal).  Effective  yield  is  calculated  in a  similar  manner,  but  when
annualized,  the income earned from the  investment is assumed to be reinvested.
Effective yield differs from current yield because of the compounding  effect of
reinvestment.

   The  California  Tax-Exempt  Portfolio may also  advertise its tax equivalent
yield.  The  Portfolio  calculates  this by taking the  tax-exempt  current  (or
effective)  yield and  dividing it by one minus the maximum  income tax rate for
California  residents (both federal and state) and adding it to that portion (if
any) of the Portfolio's yield that is not tax-exempt.


<PAGE>


TOTAL RETURN

   The Balanced  Portfolio,  the Fixed-income  Portfolio and the California Tax-
Exempt  Portfolio may each advertise  "total return." Total return refers to the
total change in value of an  investment  in the  portfolio  over a specific time
period.  It differs  from yield in that yield  figures  measure  only the income
component of the Portfolio's investments while total return measures both income
and any change in principal  (net asset value).  For more  information on how we
calculate  yield  and total  return,  please  see the  Statement  of  Additional
Information.

   Total return is historical  in nature and is not intended to indicate  future
performance.  The Fund will  quote  total  return for the most  recent  one-year
period and the average  annual  total  return will be quoted for the most recent
five and ten-year periods, or for the life of the Portfolio, if shorter.



COMPARISON OF FUND PORTFOLIOS

   
   The Fund may also advertise its cumulative total return for prior periods and
compare its  performance  to the  performance  of other  selected  mutual funds,
selected  market  indicators  such as the  Standard & Poor's 500 stock  index or
non-market indices or averages of mutual fund industry groups.

   The Fund may quote its  performance  rankings  and/or  other  information  as
published by  recognized  independent  mutual funds  statistical  services or by
publications of general  interest.  In connection  with a ranking,  the Fund may
provide  additional  information,  such as the  particular  category to which it
relates,  the  number of funds in that  category,  the  criteria  upon which the
ranking is based,  and the effect of sales charges,  fee waivers and/or expenses
reimbursements.

   All  Fund  performance  information  is  historical  and is not  intended  to
represent or guarantee  future  results.  The value of Fund shares when redeemed
may be more or less than their orginal cost.


<TABLE>
<CAPTION>
PERFORMANCE  FIGURES
- ----------------------------------------------------------------------------------------------------------
                                                               AVERAGE ANNUAL TOTAL RETURN
- ----------------------------------------------------------------------------------------------------------
                                                  BALANCED          FIXED-INCOME     CALIFORNIA TAX-EXEMPT
FOR PERIODS ENDING DECEMBER 31, 1996              PORTFOLIO           PORTFOLIO            PORTFOLIO
- ----------------------------------------------------------------------------------------------------------
<S>                                              <C>                    <C>                  <C>  
One Year                                         7.09%                  4.08%                4.78%
Three Years                                      9.93%                  5.67%                5.18%
Life of Fund (date of inception was 9/1/92)     12.59%                  7.03%                6.94%
</TABLE>
    

   The  Fund's  annual  report  contains  additional   performance   information
including a discussion by management. You may obtain a copy of the annual report
without charge by calling or writing the Fund.


MANAGEMENT
- --------------------------------------------------------------------------------
   The Fund's  Board of  Trustees  decides  on  matters  of  general  policy and
supervises the activities of the Fund's Adviser. The Fund's officers conduct and
supervise the daily business operations

<PAGE>


of the Fund.  The Trustees and  officers  are listed below  together  with their
principal occupations during at least the past five years.

   Jerome L. Dodson*,  President and Trustee, is also President of the Parnassus
Fund and of Parnassus  Investments,  the Adviser.  From 1975 to 1982, Mr. Dodson
served as  President  and Chief  Executive  Officer  of  Continental  Savings of
America. From 1982 to 1984, he was President and Trustee of Working Assets Money
Fund and he also served as a Trustee from 1988 through 1991. He is a graduate of
the  University of California at Berkeley and of Harvard  University's  Graduate
School of Business Administration.  Mr. Dodson is the portfolio manager for both
the Balanced Portfolio and the Fixed-Income Portfolio.

   Herbert A. Houston,  Trustee,  is the Chief  Executive  Officer of the Haight
Ashbury Free Clinics, Inc. Previously, he worked as Development Director for the
National  Association  for Sickle Cell Disease,  Vice  President of the Bay Area
Black United Fund and as an executive for the Combined  Federal Campaign and the
United Way of the Bay Area. He is a graduate of California  State  University at
Hayward and holds a Master's degree in Public  Administration  & Health Services
from the University of Southern California.

   
   Howard M.  Shapiro,  Trustee,  is a consultant  to  non-profit  organizations
specializing   in  marketing,   fund-raising   and   organizational   structure.
Previously,  he  worked  for 28  years  in  marketing,  advertising  and  public
relations.  He is a Trustee of the  Portland  Art Museum,  and  President of the
Portland  Housing  Authority.  He has also  served as a  Director  of the Social
Investment Forum. Mr. Shapiro is a graduate of the University of Washington.  He
is no relation to Joan Shapiro.

   Joan Shapiro, Trustee, is Executive Vice President of The South Shore Bank of
Chicago.  She is a former President of The Social Investment Forum, the national
trade association of the social investment  movement.  She is also a Director of
the New Israel Fund and a Governor of  International  House at the University of
Chicago. She is a graduate of Cornell University.  Ms. Shapiro is no relation to
Howard Shapiro.

   Howard Fong,  Vice  President and  Treasurer,  is also Vice  President of the
Parnassus  Fund and of  Parnassus  Investments.  Mr. Fong began his career as an
examiner with the California  Department of Savings and Loan. In 1979, he joined
Continental  Savings  where he worked until 1988,  most  recently as Senior Vice
President and Chief Financial Officer. He joined the Parnassus Fund in 1988. Mr.
Fong graduated  from San Francisco  State  University  with a degree in business
administration .
    

   Richard D. Silberman, Secretary, is an attorney specializing in business law.
He has been general counsel to the Parnassus Income Fund since its inception. He
holds bachelor's degrees in business  administration and law from the University
of Wisconsin  and a Master of Laws from Stanford  University.  He is a member of
both the Wisconsin and California Bars.

   
   David  Pogran,  Portfolio  Manager,  has  managed the  California  Tax Exempt
Portfolio  since its  inception  in  September  1992.  He has been  director  of
research at  Parnassus  Investments,  since 1989.  He received  his MBA from the
University of California at Berkeley,  and his undergraduate studies were at the
University  of Wisconsin at Madison.  Prior to  receiving  his MBA,  David spent
eight years in retail management.

   *Denotes  "interested  trustee" as defined in the  Investment  Company Act of
1940
    



<PAGE>

THE ADVISER
- --------------------------------------------------------------------------------

   Parnassus  Investments (the "Adviser"),  One Market-Steuart  Tower #1600, San
Francisco,  California  94105 acts as investment  adviser to the Fund subject to
the  control  of the  Fund's  Board of  Trustees,  and as such,  supervises  and
arranges the purchase and sale of securities held in the Fund's portfolios.  The
Adviser has been the investment manager of the Parnassus Fund since 1985 and the
Parnassus Income Fund since 1992.

   For its services,  the Fund,  under an  Investment  Advisory  Agreement  (the
"Agreement") be-tween the Fund and the Adviser, pays the Adviser a fee, computed
and payable at the end of each month,  at the following  annual  percentages  of
each portfolio's average daily net assets; the Balanced Portfolio,  0.75% of the
first $30  million,  0.70% of the next $70 million and 0.65% of the amount above
$100  million.  For the  Fixed-income  Portfolio and the  California  Tax-Exempt
Portfolio,  the fee is 0.50% of the first $200  million,  0.45% of the next $200
million and 0.40% of the amount above $400 million.

   
   In addition to the fee payable to the Adviser,  the Fund is  responsible  for
its  operating  expenses,  including:  (i)  interest and taxes;  (ii)  brokerage
commissions;  (iii) insurance  premiums;  (iv)  compensation and expenses of its
Trustees  other  than those  affiliated  with the  Adviser;  (v) legal and audit
expenses;  (vi) fees and expenses of the Fund's  custodian,  transfer  agent and
accounting  services  agent;  (vii)  expenses  incident  to the  issuance of its
shares,  including  issuance on the  payment of or  reinvestment  of  dividends;
(viii) fees and expenses  incident to the  registration  under  federal or state
securities laws of the Fund or its shares; (ix) expenses of preparing,  printing
and mailing  reports and notices and proxy material to shareholders of the Fund;
(x)  all  other   expenses   incidental  to  holding   meetings  of  the  Fund's
shareholders;  (xi) dues or  assessments of or  contributions  to the Investment
Company  Institute,  the Social  Investment  Forum or any successor;  (xii) such
nonrecurring expenses as may arise,  including litigation affecting the Fund and
the legal  obligations  which the Fund may have to  indemnify  its  officers and
Trustees  with  respect  thereto.  In  allocating  brokerage  transactions,  the
investment  advisory  agreement  states that the Adviser may  consider  research
provided by brokerage  firms or whether those firms sold shares of the Fund. See
page  B-11  of  the  SAI  for  more   information  on  brokerage  and  portfolio
transactions.
    

HOW TO PURCHASE SHARES
- --------------------------------------------------------------------------------

DIRECT PURCHASE OF SHARES

   To purchase shares, an investor should complete and mail the application form
along with a check  payable to The  Parnassus  Income Fund. It should be sent to
the Fund at the following address.

                            The Parnassus Income Fund
                         One Market-Steuart Tower #1600
                         San Francisco, California 94105



<PAGE>


   
   An initial  investment  must be at least $2,000  except for certain  employee
benefit plans or tax  qualified  retirement  plans (e.g.  IRA, SEP) and accounts
opened  pursuant  to the Uniform  Gift to Minor's  Act (UGMA)  which have a $500
minimum.  Subsequent  investments  for all accounts  must be at least $50.  With
subsequent  investments,  shareholders  should  write the name and number of the
account  on the  check.  Checks do not need to be  certified,  but are  accepted
subject  to  collection  and must be drawn in United  States  dollars  on United
States banks.  If received  before 1:00 p.m. San Francisco  time, the investment
will be processed at the net asset value  calculated on the same business day it
is received.  If the investment is received after 1:00 p.m. San Francisco  time,
it will be processed the next business day.
    



OTHER INFORMATION

     The Fund also offers additional  services to investors  including plans for
the systematic  investment and withdrawal of money as well as IRA and SEP plans.
Information about these plans is available from the Distributor.

   
     The  minimum  initial  investment  in the Fund is  $2,000  and the  minimum
subsequent  investment is $50, except for retirement plans,  UGMA accounts,  and
Parnassus Automatic  Investment  Accounts (PAIP) which have a $500 minimum.  The
distributor reserves the right to reject any order.
    

     There is no sales charge for any  portfolio of the Fund,  but investors may
be  charged  a  transaction  or  other  fee  in  connection  with  purchases  or
redemptions of Fund shares on their behalf by an investment adviser, a brokerage
firm or other financial institution.


PURCHASES VIA PARNASSUS AUTOMATIC INVESTMENT PLAN (PAIP)

     After making an initial  investment  to open an account ($500  minimum),  a
shareholder  may purchase  additional  shares ($50  minimum)  via the  Parnassus
Automatic  Investment Plan (PAIP).  On a monthly or quarterly basis,  your money
will automatically be transferred from your bank account to your Fund account on
the day of your choice (3rd or 18th day of the month). You can elect this option
by  filling  out  the  PAIP  section  on  the  new  account  form.  For  further
information,  call  the Fund and ask for the  free  brochure  called  "Automatic
Investing and Dollar-Cost Averaging."

NET ASSET VALUE

   
   The Fund's net asset value per share is  determined  as of 4:00 p.m.  Eastern
time on each day that the New York Stock Exchange is open for trading ("business
day") and on any other  day that  there is a  sufficient  degree of  trading  in
investments  held by the Fund to affect the net asset value. The net asset value
may not be determined on any day that there are no transactions in shares of the
Fund.
    

   The net asset  value per share is the value of the  Fund's  assets,  less its
liabilities,  divided by the number of shares of the Fund outstanding. The value
of the  Fund's  portfolio  securities  is the market  value of such  securities.
However, securities and other assets for which market quotations are not readily
available  are  valued at their fair  value as  determined  in good faith by the
Adviser under  procedures  established by and under the general  supervision and
responsibility of the Fund's Board of Trustees.  See the Statement of Additional
Information for details.



<PAGE>


HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

   
   You may sell or redeem your Fund shares by offering them for  "repurchase" or
"redemption"  directly to the Fund. To sell your shares to the Fund (that is, to
redeem  your  shares),  you  must  send  your  instructions  to the  Fund at One
Market-Steuart  Tower #1600, San Francisco,  California 94105. You may also send
your redemption  instructions by FAX to (415) 778-0228 if the redemption is less
than  $25,000.  Your  shares  will be  redeemed  at the  net  asset  value  next
determined  after receipt by the Fund of your  instructions in proper form. Give
your account  number and  indicate the number of shares you wish to redeem.  All
owners of the account must sign unless the account  application form states that
only one signature is necessary for redemptions.  All redemption  checks must be
sent  to  the  address  of  record  on  the  account.   The  Fund  must  have  a
change-of-address  on file for 30 days before we send redemption or distribution
checks to the new address.  Otherwise,  we require a signature  guarantee or the
check  must be  sent to the old  address.  If you  wish to have  the  redemption
proceeds sent by wire transfer or by overnight  mail,  there will be a charge of
$10 per transaction.  The Fund usually requires additional documents when shares
are registered in the name of a corporation,  agent or fiduciary or if you are a
surviving  joint  owner.  In the case of a  corporation,  we  usually  require a
corporate  resolution  signed  by the  secretary.  In the  case of an  agent  or
fiduciary,  we  usually  re-quire  an  authorizing  document.  In the  case of a
surviving  joint  owner,  we  usually  require a copy of the death  certificate.
Contact  the Fund by phone at (800)  999-3505  if you have any  questions  about
requirements for redeeming your shares.
    

   If the Fund has  received  payment  for the shares you wish to redeem and you
have provided the  instructions  and any other documents needed in correct form,
the  Fund  will  promptly  send you a check  for the  proceeds  from  the  sale.
Ordinarily, the Fund must send you a check within seven days unless the New York
Stock  Exchange  is closed for days other than  weekends or  holidays.  However,
payment may be delayed for any shares  purchased by check for a reasonable  time
(not to exceed 15 days from the date of such purchase) necessary for the Fund to
determine that the purchase check will be honored.

   EXCHANGE PRIVILEGES.  The proceeds of a redemption of shares from a portfolio
of the Fund can be used to purchase shares of another portfolio of the Fund. The
proceeds  of a  redemption  of shares from the Fund can also be used to purchase
shares of the  Parnassus  Fund,  but if no sales  charge  was paid on the shares
being  redeemed  from the Income  Fund,  those shares will be subject to a sales
charge when they are invested  into the  Parnassus  Fund. If shares are redeemed
from the  Parnassus  Fund and  invested  in the  Income  Fund,  there will be no
additional  sales charge if those shares are transferred back into the Parnassus
Fund.

   There is no limit on the number of or dollar  amount of  exchanges.  The Fund
reserves the right to modify or eliminate this exchange privilege in the future.
The  exchange  privilege  is only  available in states where the exchange may be
legally  made.  The  exchange  of shares is treated as a sale and an  exchanging
shareholder may, therefore, realize a taxable gain or loss.


<PAGE>

   TELEPHONE  TRANSFERS.  Shareholders  who  elect  to  use  telephone  transfer
privileges  must so indicate  on the account  application  form.  The  telephone
transfer  privilege  allows a shareholder to effect exchanges from the Fund into
an identically  registered  account in another one of the Parnassus  Funds (e.g.
The Parnassus Fund).  Neither the Fund nor Parnassus  Investments will be liable
for following  instructions  communicated by telephone reasonably believed to be
genuine;   a  loss  to  the  shareholder  may  result  due  to  an  unauthorized
transaction.  The Fund and the transfer agent will employ reasonable  procedures
to confirm that instructions  communicated by telephone are genuine.  Procedures
may  include  one or  more  of the  following:  recording  all  telephone  calls
requesting telephone exchanges,  verifying authorization and requiring some form
of  personal  identification  prior to acting  upon  instructions  and sending a
statement  each  time a  telephone  exchange  is made.  The  Fund and  Parnassus
Investments  may be liable  for any losses due to  un-authorized  or  fraudulent
instructions  only if such  reasonable  procedures are not followed.  Of course,
shareholders are not obligated in any way to authorize  telephone  transfers and
may choose to make all exchanges in writing.  The telephone  exchange  privilege
may be modified or  discontinued  by the Fund at any time upon 60 days'  written
notice to shareholders.

   
   REDEMPTION  OF SMALL  ACCOUNTS.  The  Trustees  may,  in order to reduce  the
expenses of the Fund,  redeem all of the shares of any shareholder whose account
is worth less than $500 as a result of a redemption  order. This will be done at
the net asset value  determined  as of the close of business on the business day
preceding  the  sending  of such  notice  of  redemption.  The  Fund  will  give
shareholders  whose shares are being  redeemed 60 days' prior written  notice in
which to purchase sufficient shares to avoid such redemption.
    

DIVIDENDS AND TAXES
- --------------------------------------------------------------------------------

   The  Balanced  Portfolio  normally  declares  and  pays  dividends  from  net
investment  income ("income  dividends") on a quarterly  basis. The Fixed-income
Portfolio  and the  California  Tax Exempt  Portfolio  normally  declare and pay
income  dividends on a monthly basis.  Dividends  from  long-term  capital gains
("capital gains  dividends") are paid once a year (usually in mid-December)  for
all portfolios of the Fund.  Shareholders  can have dividends paid in additional
shares and reinvested or paid out in cash. If an investor  purchases shares just
before  the  dividend  date,  he or she will be taxed on the  distribution  even
though it's a return of capital.


TAXATION OF THE FUND

   By paying  out  substantially  all its net  investment  income  (among  other
things),  the Fund believes it qualifies as a regulated investment company under
Subchapter  M of the  Internal  Revenue  Code.  The Fund  intends to continue to
qualify  and, if so, it will not pay income  taxes on either its net  investment
income or on its capital gains.  Instead,  each  shareholder will be responsible
for his or her own taxes.



<PAGE>



TAXATION OF SHAREHOLDERS

   For the Balanced Portfolio and the Fixed-income Portfolio, all dividends from
net investment  income together with  distribution  of short-term  capital gains
(collectively,  "income  dividends")  will be  taxable  as  ordinary  income  to
shareholders  even though paid in additional  shares.  Any net long-term capital
gains  ("capital  gains   dividends")  are  taxable  as  such  to  shareholders.
Tax-exempt  shareholders,  of course,  will not be  required to pay taxes on any
amount  paid to them.  (This  includes  IRAs and other  tax-deferred  retirement
accounts.)  Annually,  shareholders  will receive on Form 1099 the dollar amount
and tax status of all dividends received.

   
   The Fund may be required to impose backup  withholding  at a rate of 31% from
any income  dividend and capital gain  distribution  upon payment of  redemption
proceeds.  Shareholders  can eliminate any backup  withholding  requirements  by
furnishing  certification  of  taxpayer  identification  numbers  and  reporting
dividends.
    

   To the extent that income  dividends  are derived from  qualifying  dividends
paid  by  domestic  corporations  whose  shares  are  owned  by the  Fund,  such
dividends, in the hands of the Fund's corporate  shareholders,  will be eligible
for the 70% dividends  received  deduction.  Individuals do not qualify for this
deduction--only corporations.




CALIFORNIA TAX-EXEMPT PORTFOLIO

   This  Portfolio is for  California  residents  only.  Dividends  derived from
interest on state and local obligations constitute  "exempt-interest"  dividends
on which  shareholders are not subject to federal income tax. To the extent that
income dividends are derived from earnings  attributable to California state and
local  obligations,  they will be exempt from  federal and  California  personal
income tax.  Such  dividends may be subject to  California  franchise  taxes and
corporate income taxes if received by a corporation subject to such taxes.

   Dividends  attributable to interest on certain private  activity bonds issued
after  August 7, 1986 must be included in federal  alternative  minimum  taxable
income for the purpose of  determining  liability  (if any) for the  alternative
minimum tax (AMT) for individuals and for corporations.

   Dividends  derived from taxable interest and any  distributions of short-term
capital gains are taxable to shareholders as ordinary  income.  Distributions of
long-term  capital  gains,  if any, are taxable to  shareholders  as a long-term
capital gain regardless of how long their shares of the Portfolio have been held
except that  losses on certain  shares held less than six months will be treated
as  long-term  capital  losses to the  extent  of the  long-term  capital  gains
dividends received on such shares.
   The  Portfolio  will notify  shareholders  each January as to the federal and
California tax status of dividends paid during the previous calendar year.



<PAGE>

GENERAL INFORMATION
- --------------------------------------------------------------------------------

   The Fund was organized as a  Massachusetts  business  trust on August 8,1990.
The  Declaration of Trust provides the Trustees will not be liable for errors of
judgement  or mistakes of fact or law, but nothing in the  Declaration  of Trust
protects a Trustee  against any liability to which he or she would  otherwise be
subject  by reason of  willful  misfeasance,  bad  faith,  gross  negligence  or
reckless disregard of the duties involved in the conduct of his or her office.

   Shareholders  are  entitled  to one  vote  for  each  full  share  held  (and
fractional votes for fractional shares) and may vote in the election of Trustees
and  on  other  matters  submitted  to  meetings  of  shareholders.  In  matters
pertaining to only one series of the Trust (i.e. one Portfolio), only holders of
that  series are  entitled to vote,  so matters  that  require  the  approval of
outstanding  shares must be approved by the holders of a majority of each series
that will be affected by the matter.  On issues  related to the Fund as a whole,
specifically  including  election of  Trustees  and  ratification  of the Fund's
principal   underwriter   and  selection  of  the  Fund's   independent   public
accountants,  holders  of all  series  will vote.  It is not  contemplated  that
regular annual meetings of  shareholders  will be held. The Declaration of Trust
provides that the Fund's  shareholders  have the right,  upon the declaration in
writing or vote of more than two-thirds of its outstanding  shares,  to remove a
Trustee. The Trustees will call a meeting of shareholders to vote on the removal
of a Trustee  upon written  request of the record  holders of ten percent of its
shares. In addition, ten shareholders holding the lesser of $25,000 worth or one
percent of Fund  shares may advise  the  Trustees  in writing  that they wish to
communicate  with other  shareholders for the purpose of requesting a meeting to
remove a Trustee. The Trustees will then, if requested by the applicant, mail at
the applicants' expense the applicant's communication to all other shareholders.
No amendment may be made to the  Declaration  of Trust  without the  affirmative
vote  of the  holders  of  more  than  50% of our  outstanding  shares,  or upon
liquidation  and  distribution  of its  assets,  if  approved by the vote of the
holders of more than 50% of our outstanding  shares.  If not so terminated,  the
Fund will continue indefinitely.

   Deloitte & Touche LLP, 50 Fremont  Street,  San Francisco,  CA 94105 has been
selected as the Fund's independent auditors.

   Union Bank of California,  475 Sansome Street,  San Francisco,  CA 94111, has
been  selected as the  custodian  of the Fund's  assets.  Shareholder  inquiries
should be directed to the Fund.

   Parnassus  Investments,   One  Market-Steuart  Tower  #1600,  San  Francisco,
California 94105, is the Fund's transfer agent and accounting agent. As transfer
agent,  Parnassus  Investments receives a fee of $2.30 per account per month. As
accounting  agent,  Parnassus  Investments  receives a fee of $50,000  per year.
Jerome L. Dodson,  the Fund's  President,  is the sole  stockholder of Parnassus
Investments.



<PAGE>


INVESTMENT ADVISER
Parnassus Investments
One Market-Steuart Tower #1600
San Francisco, California 94105

LEGAL COUNSEL
Richard D. Silberman, Esq.
465 California Street #1020
San Francisco, California 94104

AUDITORS
Deloitte & Touche LLP
50 Fremont Street
San Francisco, California 94105

CUSTODIAN
Union Bank of California
475 Sansome Street
San Francisco, California 94111

DISTRIBUTOR
Parnassus Investments
One Market-Steuart Tower #1600
San Francisco, California 94105

















<PAGE>




                            The Parnassus Income Fund
                                   One Market
                           Steuart Tower - Suite #1600
                             San Francisco, CA 94105
                                 (415) 778-0200




   
              STATEMENT OF ADDITIONAL INFORMATION DATED May 1, 1997





This Statement of Additional Information is not a prospectus.  It should be read
in conjunction with the Fund's Prospectus dated May 1, 1997, a copy of which may
be obtained by calling or writing the Fund at the address listed above.
    







                                TABLE OF CONTENTS

                                                              Cross-reference to
                                             Page             page in prospectus

Investment Objective and Policies            B-2                       5
   Investment Restrictions                   B-2                      10
   Repurchase Agreements                     B-4                      10
Special Risk Factors                         B-5                       6,7,9
Management                                   B-8                      13
Performance                                  B-9                      11
Net Asset Value                              B-13                     15
Shareholder Services                         B-13                     14
General                                      B-14                     19
Financial Statements                         B-15
Appendix                                     B-16

<PAGE>


                       Investment Objectives and Policies

              The  main   investment   objective  of  the  Fund  is  to  provide
shareholders with current income by investing in securities that have a positive
impact on society.  The Fund offers  investors a choice of three  portfolios:  a
Balanced  Portfolio,  a  Fixed-Income  Portfolio  and  a  California  Tax-Exempt
Portfolio.  The Fund's  Prospectus  describes  its strategy  with respect to the
composition of each portfolio.

   
Investment Restrictions
- -----------------------

              The Fund has adopted the  following  restrictions  (in addition to
those  indicated in the  Prospectus)  as  fundamental  policies which may not be
changed  without the approval of the holders of a "majority"  (as defined in the
Investment  Company  Act of 1940 [the  "1940  Act"]) of the  Fund's  outstanding
shares.  A vote of the  holders of a  "majority"  (as so  defined) of the Fund's
outstanding  shares  means a vote of the holders of the lesser of (i) 67% of the
shares  present or  represented  by proxy at a meeting at which more than 50% of
the outstanding  shares are represented or (ii) more than 50% of the outstanding
shares.
    

The Fund may not:

     (1)      With  respect  to  75% of  its  total  net  assets,  purchase  the
              securities  of any one issuer other than  obligations  of the U.S.
              Government, its agencies or instrumentalities, if as a result: (i)
              more than 5% of a  portfolio's  total net assets (taken at current
              value) would then be invested in  securities of a single issuer or
              (ii) a  portfolio  would  hold  more  than  10% of  any  class  of
              securities  of an issuer  (taking  all  common  stock  issues as a
              single  class)  or  more  than  10%  of  the  outstanding   voting
              securities of an issuer.

     (2)      Purchase any security if as a result any portfolio  would have 25%
              or more of its net assets (at current  value) would be invested in
              a single industry.

     (3)      Purchase  securities  on  margin  (but the Fund  may  obtain  such
              short-term  credits  as may be  necessary  for  the  clearance  of
              transactions).

     (4)      Make short  sales of  securities,  purchase  on margin or purchase
              puts, calls, straddles or spreads.

     (5)      Issue senior securities,  borrow money or pledge its assets except
              that  each  portfolio  may  borrow  from a bank for  temporary  or
              emergency  purposes  in amounts  not  exceeding  10% (taken at the
              lower of cost or current  value) of its net assets (not  including
              the  amount  borrowed)  and  pledge  its  assets  to  secure  such
              borrowings. The portfolio will not make additional purchases while
              any borrowings are outstanding.

                                       B-2
<PAGE>

     (6)      Invest in  securities  of any issuer if, to the  knowledge  of the
              Fund, any officer or Trustee of the Fund or officer or director of
              the  Adviser  owns more  than  one-half  of 1% of the  outstanding
              securities  of such issuer and such  officers and Trustees who own
              more than one-half of 1% own in the aggregate  more than 5% of the
              outstanding securities of such issuer.

     (7)      Buy or sell commodities or commodity  contracts  including futures
              contracts  or real estate,  real estate  limited  partnerships  or
              other  interests in real estate  although it may purchase and sell
              securities of companies which invest or deal in real estate.

     (8)      Act as  underwriter  except to the extent that in connection  with
              the disposition of portfolio securities, it may be deemed to be an
              underwriter under certain federal securities laws.

     (9)      Make  investments  for the  purpose of  exercising  a  controlling
              influence  over the  management  or policies of a company,  except
              that the Fund may seek to  influence  the social  policies  of the
              companies it invests in.

     (10)     Participate  on a joint or joint and several  basis in any trading
              account in securities.

     (11)     Purchase any security  restricted as to disposition  under federal
              securities laws.

     (12)     Invest in  securities  of other  registered  investment  companies
              except  that each  portfolio  may  invest up to 10% of its  assets
              (taken at current  value) in money market funds,  but no more than
              5% of its  assets  in any one fund and no  portfolio  may own more
              than 3% of the  outstanding  voting  shares of any one  fund.  The
              Adviser will waive its management fee on any portion of the Fund's
              assets that are invested in another registered investment company.
              This restriction, however, does not apply to a transaction that is
              a part of a merger, consolidation or other acquisition.

     (13)     Invest in interests in oil, gas or other  mineral  exploration  or
              development  programs  or in  oil,  gas or  other  mineral  leases
              although  it may invest in the common  stocks of  companies  which
              invest in or sponsor such programs.

     (14)     Invest more than 5% of the  Balanced  Portfolio or more than 5% of
              the Fixed-Income  Portfolio in foreign securities.  The California
              Tax-Exempt  Portfolio  may not  invest in  foreign  securities  or
              currencies.

     (15)     Purchase  warrants,  if as a result,  a Portfolio  would then have
              more than 5% of its total assets (taken at current value) invested
              in warrants.  Included within that amount, but not to exceed 2% of
              the value of a Portfolio's  assets,  may be warrants which are not
              listed  on the New  York  Stock  Exchange  or the  American  Stock
              Exchange.

                                       B-3
<PAGE>

     (16)     Make loans except through repurchase  agreements.  Each portfolio,
              though,  may  invest no more than 5% of its  assets in  repurchase
              agreements. The Balanced Portfolio and the Fixed-Income Portfolio,
              however,  may  lend  up to  10%  of  each  Portfolio's  assets  to
              community loan funds as described in the Prospectus. The Fund will
              not make loans  directly  to a project  itself,  but  rather  will
              invest in an intermediary community loan fund.

     (17)     Invest  more  than 5% of the  assets of any one  portfolio  in the
              securities of unseasoned  issuers (i.e. those with less than three
              years of continuous operation).

Repurchase Agreements
- ---------------------

              The  Fund  may  purchase  the  following   securities  subject  to
repurchase agreements: certificates of deposit, certain bankers' acceptances and
securities  which are direct  obligations of, or that are fully guaranteed as to
principal,  by the United States or any agency or  instrumentality of the United
States.  A repurchase  transaction  occurs when at the time the Fund purchases a
security,  the Fund also resells it to the vendor (normally a commercial bank or
a broker-dealer)  and must deliver the security (and/or  securities  substituted
for them under the repurchase agreement) to the vendor on an agreed-upon date in
the future.  Such  securities,  including  any  securities so  substituted,  are
referred  to  as  the  "Resold  Securities".   The  Adviser  will  consider  the
creditworthiness of any vendor of repurchase agreements and continuously monitor
the  collateral so that it never falls below the resale price.  The resale price
is in excess of the  purchase  price in that it reflects an  agreed-upon  market
interest rate  effective for the period of time during which the Fund's money is
invested in the Resold  Securities.  The majority of these transactions run from
day to day and the delivery  pursuant to the resale  typically will occur within
one to five days of the  purchase.  The Fund's risk is limited to the ability of
the vendor to pay the agreed-upon sum upon the delivery date.

           If there is a default, the Resold Securities  constitute security for
the repurchase obligation and will be promptly sold by the Fund. However,  there
may be delays and costs in establishing  the Fund's rights to the collateral and
the value of the collateral may decline.  The Fund will bear the risk of loss in
the event that the other party to the transaction defaults on its obligation and
the Fund is delayed or  prevented  from  exercising  its right to dispose of the
underlying securities,  including the risk of a possible decline in the value of
the  underlying  securities  during the period in which the Fund seeks to assert
its rights.

          Repurchase  agreements can be considered as loans  "collateralized" by
the Resold  Securities  (such  agreements  being  defined as "loans" in the 1940
Act.)  The  return on such  "collateral"  may be more or less than that from the
repurchase  agreement.  The  Resold  Securities  will be marked to market  every
business  day so that the  value of the  "collateral"  is at least  equal to the
value of the loan  including the accrued  interest  earned  thereon.  All Resold
Securities  will be held by the Fund's  custodian  either  directly or through a
securities depository.

                                       B-4
<PAGE>

         SPECIAL RISK FACTORS AFFECTING CALIFORNIA MUNICIPAL SECURITIES

   
              Changes in California  could  adversely  affect the market values,
marketability  (the ability to sell or buy), or result in a default on municipal
securities issued in the State. The economic  condition of the State affects tax
revenues and could have an adverse effect on municipal obligations. What follows
is a discussion of some of the more important legal and financial  trends.  This
discussion is based partly on information  drawn from official  prospectuses and
statements of the State of California.
    

Limitations on Taxes and Appropriations
- ---------------------------------------

              Some municipal  securities held in the portfolio may depend wholly
or partially on property  taxes as a revenue  source for payment of interest and
principal.  Article XIIIA,  popularly known as Proposition 13, limits ad valorem
property taxes (property taxes based on the property's value) to 1% of full cash
value of the property and limits  increases in assessments to 2% per year except
in the case of new  construction  or a change in ownership.  However,  if voters
approve a bond  issue,  property  taxes may be raised  above the 1% level to pay
debt service on that bond.

   
              In 1986, voters approved  Proposition 62 which imposed limits on a
locality's  raising or levying general taxes.  Major portions of this initiative
were overturned in court soon after its passage in 1986.  However,  in September
1995, the California Supreme Court made a ruling supporting Proposition 62.
    

              Article XIIIB (known as the Gann Initiative),  enacted in 1979 via
a voter  initiative,  subjects State and local  governments  to annual  spending
limitations.  These limitations are adjusted annually to reflect changes in cost
of living and  population  and only apply to the  appropriation  of "proceeds of
taxes."  Spendable  funds exempted from these  appropriation  limits include the
proceeds of bond issues and revenue from user fees. Debt service on bonds issued
prior to January 1, 1979 or subsequently  authorized by voters is not subject to
these limitations.

              Article XIIIB's  appropriation  limitations did not constrain most
California  governmental  entities  until the mid and late  1980's  when many of
these entities  approached their Article XIIIB spending  limits.  The passage of
Proposition 111 in 1990 allowed for greater increases in appropriation levels.

              In  November  1988,  voters  approved  Proposition  98, a combined
initiative  constitutional  amendment  and statute  guaranteeing  minimum  State
funding for K-12 school  districts  and community  college  districts at a level
equal to the greater of (a) the same  percentage of general fund revenues as the
percentage  appropriated to such districts in 1986-87 or (b) the amount actually
appropriated to such districts from the general fund in the previous fiscal year
adjusted for growth in enrollment and changes in cost of living.

              In June 1990,  California  voters  approved  Proposition 111 which
allowed for some increase in appropriation levels, but provided that one-half of
all revenues in excess of the state's  appropriation  limit must be allocated to
public schools and community colleges. Since Proposition 98 and 111 allocated

                                       B-5
<PAGE>

a minimum funding level to schools,  this could potentially reduce the resources
available  for other State  programs  and put  pressure on issuers of  municipal
obligations.

   
              In November 1996, voters approved Proposition 218. Proposition 218
further restricts the ability of local  governments to levy special  assessments
or property-related fees without voter approval.

              Proposition 13, the Gann Initiative,  Proposition 98,  Proposition
111, and  Proposition 218 were adopted as measures that qualified for the ballot
pursuant  to  California's  initiative  process.  Other  initiatives  or similar
measures  affecting  the  availability  of revenue to pay  California  municipal
obligations could be adopted in the future.

State Financial Condition
- -------------------------

              State   General  Fund  revenues  are   principally   derived  from
California  personal  income  tax  (44% of total  revenues),  sales  tax  (35%),
corporate  tax (12%) and the gross premium tax on insurance  (3%).  All of these
revenue sources can be affected by California's economic conditions.

              From  mid-1990  to  late  1993,   California  suffered  the  worst
economic,  fiscal and  budget  conditions  since the  1930's.  The weak  economy
lowered tax  revenues and  increased  the need for social  welfare  expenditures
causing recurring budget deficits.  Due to budgetary and fiscal stress,  between
October 1991 and July 1994, ratings on the State's general obligation bonds were
reduced  from AAA to A by S&P,  from Aaa to A1 by  Moody's  and from AAA to A by
Fitch.

              Helped by the  economic  recovery  that  began in late  1993,  the
State's 1995-1996 budget was the first balanced budget since the late 1980's. In
1996, S&P and Fitch upgraded  ratings on California's  general  obligation bonds
from A to A+. The governor's budgets for 1996-1997 and 1997-1998 are balanced as
proposed.  However,  these proposed budgets are based on revenue and expenditure
assumptions.  If these  assumptions  are not met,  future budget  deficits could
re-occur.
    

              Since  the  passage  of  Proposition  13,  property  tax  revenues
received  by local  governments  have  dropped  by over 50%.  In  response,  the
California  Legislature has provided  substantial  additional  revenue for local
governments.  Because of  budgetary  pressure and limits on  allocations  of tax
revenues,    California's   state   government   has   been   shifting   program
responsibilities  from the state to county and city  governments.  To date, most
changes in program  responsibilities  from the state to local  governments  have
been balanced with increases in funding. However, cuts in state aid that are not
balanced by funding  increases could hurt financially  stressed local government
entities,  particularly counties. Certain California municipal securities may be
obligations  of  issuers  which  rely in  whole or in part on  California  state
revenues for payment of these obligations. The proportion of the State's general
fund that  will be  distributed  in the  future to  counties,  cities  and their
various entities, is unclear.


                                       B-6
<PAGE>

Revenues of Health Care Institutions
- ------------------------------------

              Certain California  tax-exempt securities may be obligations which
are payable  solely  from the  revenues  of health  care  institutions.  Certain
measures  taken under federal or California  law to reduce health care costs may
adversely affect revenues of health care institutions and, consequently, payment
on those municipal obligations.

Revenues Secured by Deeds of Trust
- ----------------------------------

              Some California  municipal securities may be obligations which are
secured in whole or in part by a mortgage or deed of trust on real property.  An
example  would be bonds  issued to  finance  low and  moderate  income  housing.
Because of  provisions  of  California  law, the  effective  minimum  period for
foreclosing  on a mortgage  could be in excess of seven  months from the time of
initial  default.  This delay could disrupt the flow of revenue  available to an
issuer for  payment of debt  service if such  defaults  occur with  respect to a
substantial  number of mortgages or deeds of trust.  Other aspects of California
law could further delay  foreclosure  proceedings  in the event of a default and
disrupt payments on municipal obligations.

Assessment Bonds (Mello-Roos Bonds)
- -----------------------------------

              Typically,  these bonds are secured by land  undeveloped as of the
issuance.  The  plan is for the  land  to be  developed  using  funds  from  the
issuance.  Declining  real estate values or a drop in real estate sales activity
can result in canceled or delayed development along with increased default risk.
The special  assessments  or taxes  securing  these  bonds are not the  personal
liability of the owner of the property assessed,  so the lien on the property is
the only security for these bonds.  Furthermore,  in the event of delinquency in
payment of assessments or taxes on the  properties  involved,  the issuer is not
required to make payments on the bonds,  except in some instances where there is
a reserve account for bond payments.

Redevelopment Agency Debt
- -------------------------

              "Tax  Allocation"  bonds issued by  redevelopment  agencies can be
affected  by property  tax  limitations  because  these bonds are secured by the
increase  in  assessed  valuation  expected  after a  redevelopment  project  is
completed.  Should the project not be  completed,  perhaps  because of a natural
disaster  like an  earthquake,  there could be no increase in assessed  property
values to pay off the bonds. Moody's and S&P stopped rating tax allocation bonds
after the  passage  of  Articles  XIIIA and XIIIB,  and since have only  resumed
rating selected bonds of this nature.

Seismic Activity
- ----------------

              California is a geologically  active area subject to  earthquakes.
Any California  municipal security could be adversely affected by a catastrophic
earthquake.  For  example,  a project  might not be completed or might suffer an
interruption  in  revenue-generating  capacity,  or property  values  might drop
resulting in reduced tax assessments.

   
[paragraph omitted]
    

                                       B-7
<PAGE>

              The January 1994  Northridge  (Los Angeles)  earthquake  caused an
estimated $20 billion or more in property damage.  The state's share of the loss
after  federal aid and  insurance is estimated  at $1.9  billion.  Costs will be
covered from the state's general fund and borrowing from the federal government.
The state's ability to pay principal and interest on its bonds was not affected.
Although isolated instances of damage to some bond-financed facilities occurred,
reserves and insurance  should be sufficient to ensure  payment of principal and
interest according to all the major credit rating agencies.  No credit rating on
any bond in the  earthquake  area was changed as a consequence of the Northridge
earthquake.

Orange County Default
- ---------------------

              In December  of 1994,  Orange  County  declared  bankruptcy  after
discovering that its Treasurer had invested in risky derivative securities which
caused enormous losses to the county's investment fund.  Estimates of the losses
approximate  $1.7 billion.  This bankruptcy  disturbed the California  municipal
bond  market and the market  value of  uninsured  Orange  County  bonds  dropped
sharply. Because the portfolio held no uninsured Orange County bonds, it was not
substantially   affected  by  the  Orange  County  bankruptcy.   However,  other
California  municipalities  may  mismanage  their  investment  funds and, in the
future,  they may also suffer losses which might have an effect on the Portfolio
in that the market value of some municipal securities might drop substantially.


                                   MANAGEMENT

<TABLE>
The Trustees and Officers of the Fund are as follows:
<CAPTION>

                                                                 Principal Occupation
Name and Address                   Position with Fund            During Past Five Years
<S>                                <C>                           <C>
- ----------------                   ------------------            --------------------------
Jerome L. Dodson*                  President and Trustee         President of the Parnassus 
The Parnassus Income Fund                                        Fund and President and       
One Market                                                       Director of Parnassus   
Steuart Tower #1600                                              Investments since June of    
San Francisco, CA 94105                                          1984; President and Trustee of   
                                                                 Working Assets Money Fund from 
                                                                 June 1982 until June 1984 and     
                                                                 Trustee from June 1988 until 
                                                                 December 1991. President of 
                                                                 Continental Savings of America
                                                                 1976 until 1982.
                                                      
                                                      
Herbert A. Houston                 Trustee                       Chief Executive Officer of the 
The Parnassus Income Fund                                        Haight Ashbury Free Clinics, 
One Market                                                       Inc. 1987-Present; Development       
Steuart Tower #1600                                              Director, National Association        
San Francisco, CA 94105                                          for Sickle Cell Disease, 1983
                                                                 to 1987.
                                       B-8
<PAGE>

Joan Shapiro                       Trustee                       Executive Vice President of
The Parnassus Income Fund                                        The South Shore Bank of 
One Market                                                       Chicago.
Steuart Tower #1600
San Francisco, CA 94105

Howard Shapiro                     Trustee                       Consultant to non-profit 
The Parnassus Income Fund                                        organizations specializing in 
One Market                                                       marketing, advertising,  fund-
Steuart Tower #1600                                              raising and organizational 
San Francisco, CA 94105                                          structure.

Richard D. Silberman               Secretary                     Attorney specializing in 
465 California St., #1020                                        business law. Private 
San Francisco, CA 94104                                          practice.

Howard Fong                        Vice President and            Senior Vice President and 
The Parnassus Income Fund          Treasurer                     Chief Financial Officer of 
One Market                                                       Continental  Savings of America  
Steuart Tower #1600                                              from  1979  through  June of 
San Francisco, CA 94105                                          1988;  Vice  President  and
                                                                 Treasurer of Parnassus  
                                                                 Investments  since December of
                                                                 1988.
</TABLE>


   
              The Fund pays each of its Trustees who is not affiliated  with the
Adviser or the  Distributor  annual fees of $1,500 in addition to  reimbursement
for certain out-of-pocket expenses.
    

*"Interested" Trustee as defined in the 1940 Act.

                                 CONTROL PERSONS

   
              As of March 31, 1997, the following  shareholders  owned more than
5% of the voting  securities of the respective  portfolios of the Fund.  Charles
Schwab & Co., owned 5.32% of the voting shares of the Balanced  Portfolio.  This
account,  though,  represented  many  shareholders.  The Mary Jan Engstrom Trust
owned 9.90% and Side By Side Limited Partnership owned 8.85% of the Fixed-Income
Portfolio.  MIFLA & Co.,  a  trust,  owned  5.84%  and Otis  Cary & Alice  Cary,
Trustees  owned  5.68% of the voting  securities  of the  California  Tax-Exempt
Portfolio. Trustees and Officers of the Parnassus Income Fund owned less than 1%
of the outstanding  securities of the Balanced  Portfolio,  of the  Fixed-Income
Portfolio and of the California Tax-Exempt Portfolio.
    

                             PERFORMANCE ADVERTISING

   
              Each portfolio of the Fund may advertise  "total return." The Fund
calculates total return by taking the total number of shares purchased with a
    

                                       B-9
<PAGE>

hypothetical $,000 investment, adding all additional shares purchased within the
period with reinvested  dividends,  calculating the value of those shares at the
end of the period and dividing the result by the initial $1,000 investment.  For
periods of more than one year, the cumulative  total return is then adjusted for
the number of years, taking compounding into account to calculate average annual
total return during that period.


          Total return is computed according to the following formula:

                                        n
                                P(1 + T) = ERV


where P = a hypothetical  initial payment of $1000, T = total return, n = number
of  years  and  ERV =  ending  redeemable  value.  Total  return  is  historical
information and is not intended to indicate future performance.


Yield of Balanced, Fixed-Income and California Tax-Exempt Portfolios
- --------------------------------------------------------------------

   
              The Balanced,  Fixed-Income and California  Tax-Exempt  Portfolios
may  also  advertise  their  yield  from  time to  time.  Yield  quotations  are
historical and are not intended to indicate future performance. Yield quotations
refer to the  aggregate  imputed  yield-to-maturity  of each of the  Portfolio's
investments  based on the market value as of the last day of a given  thirty-day
or one-month period less accrued expenses (net of reimbursements) divided by the
average daily number of outstanding  shares entitled to receive  dividends times
the net  asset  value  on the  last  day of the  period,  compounded  on a "bond
equivalent,"  or  semiannual  basis.  The  yield is  computed  according  to the
following formula:
                                                6
                            Yield = 2 [(a-b + 1) - 1]
                                       ----
                                        cd
    


where a = dividends  and interest  earned  during the period using the aggregate
imputed  yield to  maturity  for each of the  Portfolio's  investments  as noted
above:  b = expenses  accrued  for the period  (net of  reimbursement);  c = the
average daily number of shares  outstanding during the period that were entitled
to receive  dividends;  and d = the net asset value per share on the last day of
the period.

Effective Yield
- ---------------

              The  Portfolio  may  also  quote  a  tax  equivalent  yield  which
demonstrates   the  taxable  yield  necessary  to  produce  an  after-tax  yield
equivalent to that of a fund which invests in tax-exempt obligations. Such yield
is computed by dividing that portion of our yield (computed as indicated  above)
which is  tax-exempt  by one minus the  highest  applicable  income tax rate and
adding the product to that portion of our yield that is not tax-exempt.



                                      B-10
<PAGE>

                                   THE ADVISER

              Parnassus Investments acts as the Fund's investment adviser. Under
its contract with the Fund,  the Adviser acts as investment  adviser and subject
to the supervision of the Board of Trustees, directs the investments of the Fund
in accordance  with its  investment  objective,  policies and  limitations.  The
Adviser  also  provides  the  Fund  with all  necessary  office  facilities  and
personnel for servicing the Fund's investments and pays the salaries and fees of
all officers and all Trustees of the Fund who are  "interested  persons" and all
personnel  performing  research relating to research and investment  activities.
The Adviser also provides the management and  administrative  services necessary
for  the  operation  of  the  Fund  including  supervising  relations  with  the
custodian,  transfer agent,  independent accountants and attorneys.  The Adviser
also prepares all  shareholder  communications,  maintains  the Fund's  records,
registers the Fund's shares under state and federal laws and does the staff work
for the Board of Trustees.  Jerome L. Dodson owns all the  outstanding  stock of
the Adviser and, thus, can be considered the "control person" of the Adviser.

   
              For its services, the Fund, under an Investment Advisory Agreement
(the  "Agreement")  between  the Fund and the  Adviser,  pays the Adviser a fee,
computed  and  payable  at the  end of  each  month,  at  the  following  annual
percentages  of  each  portfolio's   average  daily  net  assets:  the  Balanced
Portfolio,  0.75% of the first $30  million,  0.70% of the next $70  million and
0.65% of the amount above $100 million.  For the Fixed-Income  Portfolio and the
California  Tax-Exempt  Portfolio,  the fee is 0.50% of the first $200  million,
0.45% of the next $200  million  and 0.40% of the  amount  above  $400  million.
Parnassus  Investments  waived the advisory fee for all  portfolios  in 1994 and
1995. During 1996,  Parnassus  Investments received the following sums under the
advisory contract from the following  portfolios:  Balanced  Portfolio  $47,641;
California  Tax-Exempt  Portfolio  $1,433.  Advisory  fees were  waived  for the
Fixed-Income Portfolio.
    

              The Agreement provides that the Adviser shall not be liable to the
Fund for any loss sustained by reason of the purchase,  sale or retention of any
security,  whether or not such purchase, sale or retention shall have been based
upon its own investigation and research or upon  investigation and research made
by any  other  individual,  firm  or  corporation,  if  such  purchase,  sale or
retention  shall have been made and such other  individual,  firm or corporation
shall  have been  selected  in good  faith.  Nothing  contained  therein  shall,
however,  be construed to protect the Adviser  against any liability to the Fund
or its  security  holders by reason of willful  misfeasance,  bad faith or gross
negligence  in the  performance  of its  duties,  or by reason  of its  reckless
disregard of its obligations and duties under this agreement.

Portfolio Transactions and Brokerage
- ------------------------------------

              The Agreement states that in connection with its duties to arrange
for the purchase and the sale of securities held in the portfolio of the Fund by
placing  purchase  and sale orders for the Fund,  the Adviser  shall select such
broker-dealers  ("brokers") as shall, in the Adviser's judgement,  implement the
policy of the Fund to achieve "best execution", i.e. prompt and efficient

                                      B-11
<PAGE>

execution at the most favorable securities price. In making such selection,  the
Adviser is authorized in the  Agreement to consider the  reliability,  integrity
and  financial  condition  of the  broker.  The  Adviser is also  authorized  to
consider whether the broker provides  brokerage and/or research  services to the
Fund  and/or  other  accounts  of the  Adviser.  The  Agreement  states that the
commissions  paid to such brokers may be higher than  another  broker would have
charged if a good faith determination is made by the Adviser that the commission
is  reasonable in relation to the services  provided,  viewed in terms of either
that particular transaction or the Adviser's overall  responsibilities as to the
accounts as to which it  exercises  investment  discretion  and that the Adviser
shall use its judgement in determining  that the amount of commissions  paid are
reasonable in relation to the value of brokerage and research  services provided
and need not place or attempt to place specific dollar value on such services or
on the portion of commission rates reflecting such services.

   
              The   Agreement   provides   that   to   demonstrate   that   such
determinations  were in good  faith and to show the  overall  reasonableness  of
commissions  paid, the Adviser shall be prepared to show that  commissions  paid
were: (i) for purposes contemplated by the Agreement; (ii) not allocated or paid
for  products  or services  which were  readily and  customarily  available  and
offered to the public on a commercial basis; and (iii) within a reasonable range
as compared to the rates  charged by  qualified  brokers to other  institutional
investors as such rates may become known from  available  information.  The Fund
recognizes in the Agreement that, on any particular  transaction,  a higher than
usual  commission  may be  paid  due to the  difficulty  of the  transaction  in
question.  The Adviser is also  authorized in the Agreement to consider sales of
shares of the Parnassus Funds as a factor in the selection of brokers to execute
brokerage  and  principal  transactions,  subject to the  requirements  of "best
execution", as defined above.

              The research  services  discussed  above may be in written form or
through  direct  contact  with  individuals  and may include  information  as to
particular companies and securities as well as market, economic or institutional
areas and  information  assisting the Fund in the valuation of its  investments.
The research which the Adviser  receives for the Fund's  brokerage  commissions,
whether or not useful to the Fund may be useful to the Adviser in  managing  the
accounts of the  Adviser's  other  advisory  clients.  Similarly,  the  research
received for the  commissions of such accounts may be useful to the Fund. To the
extent that  electronic  or other  products  provided by brokers are used by the
Adviser for research purposes, the Adviser will use its best judgement to make a
reasonable  allocation of the cost of the product  attributable  to non-research
use.
    

              The Adviser may also use brokerage  commissions  to reduce certain
expenses of the Fund subject to "best  execution." For example,  the Adviser may
enter into an agreement  to have a brokerage  firm pay part or all of the Fund's
custodian  fee since this  benefits  the  Fund's  shareholders.  Similarly,  the
Adviser may use brokerage  commissions to acquire computer software and hardware
(including  peripherals)  for use  with  the  Fund's  transfer  agent  and  fund
accounting work if such use benefits fund shareholders by reducing expenses.  If
a certain piece of equipment is used for both Fund purposes and

                                      B-12
<PAGE>

for non-Fund purposes by the Adviser (e.g. marketing), the Adviser will allocate
the cost on a pro rata basis.  Recognizing  the  inherent  conflicts  in such an
allocation  process,  the Adviser  will  exercise  its best  judgement in fairly
apportioning the costs.

              In the over-the-counter market, securities are generally traded on
a "net" basis with dealers acting as principal for their own accounts  without a
stated  commission  although the price of the security usually includes a profit
to the dealer.  Money market instruments usually trade on a "net" basis as well.
On occasion,  certain money market instruments may be purchased directly from an
issuer in which case no  commissions  or  discounts  are paid.  In  underwritten
offerings, securities are purchased at a fixed price which includes an amount of
compensation  to the  underwriter,  generally  referred to as the  underwriter's
concession or discount.

   
              During 1994,  1995 and 1996, the Balanced  Portfolio paid $19,908,
$10,983 and $96,786 respectively in brokerage commissions. Of these amounts, the
following  was paid in  conjunction  with  research  services:  $19,908 in 1994,
$10,983 in 1995 and $41,850 in 1996. Neither the Fixed-Income  Portfolio nor the
California  Tax-Exempt  Portfolio paid  commissions in 1994,  1995 or 1996 since
these  portfolios buy their securities on a "net" basis that includes the dealer
mark-up.
    

                                 NET ASSET VALUE

   
              In determining  the net asset value of the Fund's  shares,  common
stocks and bonds that are listed on national securities  exchanges are valued at
the last sale price on the exchange on which each stock is principally traded as
of the close of the New York Stock Exchange (which is currently 4:00 pm New York
time) or, in the absence of recorded sales, at the average of readily  available
closing bid and asked prices on such  exchanges.  Securities  traded on the NASD
National  Market  System are also valued at the last  recorded  sale price as of
4:00 pm New York time.  Other  unlisted  securities are valued at the quoted bid
prices in the over-the-counter  market. Bonds and other fixed-income  securities
are valued by a third party  pricing  service.  Securities  and other assets for
which market quotations are not readily available are valued at their fair value
as determined in good faith by the Adviser under  procedures  established by and
under  the  general  supervision  and  responsibility  of the  Fund's  Board  of
Trustees. Short-term investments which mature in less than 60 days are valued at
amortized  cost (unless the Board of Trustees  determines  that this method does
not represent fair value) if their  original  maturity was 60 days or less or by
amortizing the value as of the 61st day prior to maturity if their original term
to maturity exceeded 60 days.
    

                              SHAREHOLDER SERVICES

Systematic Withdrawal Plan
- --------------------------

              A  Systematic  Withdrawal  Plan  (the  "Plan")  is  available  for
shareholders having shares of the Fund with a minimum value of $10,000. The plan
provides for monthly checks in an amount not less than $100 or quarterly  checks
in an amount not less than $200.

                                      B-13
<PAGE>

              Dividends and capital gains distributions on shares held under the
Plan are invested in additional  full and fractional  shares at net asset value.
Withdrawal  payments should not be considered as dividends,  yield or income. If
periodic withdrawals  continuously exceed reinvested dividends and capital gains
distributions,  the shareholder's  original  investment will be  correspondingly
reduced and ultimately exhausted.

              Furthermore,  each  withdrawal  constitutes a redemption of shares
and  any  gain or loss  realized  must be  recognized  for  federal  income  tax
purposes.  Although the  shareholder  may invest $10,000 or more in a Systematic
Withdrawal  Plan,  withdrawals  made  concurrently  with purchases of additional
shares are inadvisable  because of the sales charges  applicable to the purchase
of additional shares.

Tax-Sheltered Retirement Plans
- ------------------------------

              Through  the   Distributor,   retirement   plans  are   available:
Individual  Retirement  Accounts  (IRAs) and Simplified  Employee  Pension Plans
(SEPs).  Adoption  of such  plans  should be on advice of legal  counsel  or tax
adviser.  Retirement accounts have a minimum initial investment of $500 and each
subsequent  investment must be at least $50. For further  information  regarding
plan administration,  custodial fees and other details, investors should contact
the Distributor.

                                     GENERAL

              The  Fund's  Declaration  of  Trust  permits  the Fund to issue an
unlimited  number of full and  fractional  shares of beneficial  interest and to
divide or combine  the shares to a greater  or lesser  number of shares  without
thereby changing the proportionate  beneficial  interest in the Fund. Each share
represents an interest in the Fund proportionately equal to the interest of each
other share.  Certificates representing shares will not be issued. Instead, each
shareholder  will receive an annual  statement and an additional  statement each
time there is a transaction in the account. These statements will be evidence of
ownership. Upon the Fund's liquidation, all shareholders would share pro rata in
the net assets available for distribution to shareholders. If additional classes
designated as "Series"  were created,  shares of each class would be entitled to
vote as a class only to the extent  required  by the  Investment  Company Act of
1940 or as  permitted  by the  Trustees.  Operating  expenses  will be allocated
fairly  among the  classes,  generally on the basis of relative net asset value.
This paragraph applies to all three portfolios.

              The  Declaration  of  Trust  contains  an  express  disclaimer  of
shareholder  liability for its acts or  obligations  and requires that notice of
such  disclaimer be given in each  agreement,  obligation or instrument  entered
into or executed by the Fund or its Trustees.  The Declaration of Trust provides
for indemnification and reimbursement of expenses out of the Fund's property for
any shareholder held personally  liable for its obligations.  The Declaration of
Trust also provides that the Fund shall, upon request, assume the defense of any
claim made against any  shareholder  for any act or  obligation  of the Fund and
satisfy any judgement thereon. Thus, while Massachusetts law permits a

                                      B-14
<PAGE>

shareholder  of a trust such as this to be held  personally  liable as a partner
under certain circumstances,  the risk of a shareholder incurring financial loss
on account of  shareholder  liability  is highly  unlikely and is limited to the
relatively  remote  circumstances  in which the Fund would be unable to meet its
obligations.

              The  Declaration of Trust further  provides that the Trustees will
not be liable for errors of judgement or mistakes of fact or law, but nothing in
the Declaration of Trust protects a Trustee against any liability to which he or
she would  otherwise  be subject by reason of  willful  misfeasance,  bad faith,
gross negligence or reckless  disregard of the duties involved in the conduct of
his office.

   
     Deloitte & Touche LLP, 50 Fremont Street,  San Francisco,  California 94105
has been selected as the Fund's independent auditors.

     Union Bank of California,  475 Sansome  Street,  San Francisco,  California
94111,  has been  selected as the  custodian of the Fund's  assets.  Shareholder
inquiries should be directed to the Fund.

     Parnassus  Investments,  One  Market-Steuart  Tower #1600,  San  Francisco,
California 94105, is the Fund's transfer agent and accounting agent. As transfer
agent,  Parnassus  Investments receives a fee of $2.30 per account per month. As
accounting  agent,  Parnassus  Investments  receives a fee of $50,000  per year.
Jerome L. Dodson,  the Fund's  President,  is the sole  stockholder of Parnassus
Investments.


Financial Statements
- --------------------

            The Fund's Annual Report to shareholders  dated December 31, 1996 is
expressly  incorporated  by  reference  and  made a part  of this  Statement  of
Additional  Information.  A copy of the Annual Report which  contains the Fund's
audited  financial  statements  for the year  ending  December  31,  1996 may be
obtained free of charge by writing or calling the Fund.
    


















                                      B-15
<PAGE>

                                    APPENDIX
                                    --------

                             CORPORATE BOND RATINGS
                             ----------------------


Moody's Investors Service
- -------------------------

              Aaa:  Best  quality.  These  bonds  carry the  smallest  degree of
investment risk and are generally referred to as "gilt-edge".  Interest payments
are protected by a large or by an  exceptionally  stable margin and principal is
secure. While the various protective elements are likely to change, such changes
as can be  visualized  are most  unlikely  to impair  the  fundamentally  strong
position of such issues.

              Aa: High quality by all  standards.  Together  with the Aaa group,
they comprise what are generally known as high-grade bonds. They are rated lower
than the best bonds because  margins of protection may not be as large as in Aaa
securities,  fluctuations of protective elements may be of greater amplitude, or
there may be other  elements  present  which  make the  long-term  risks  appear
somewhat greater than in Aaa securities.

              A:  Upper-medium-grade  obligations.  Factors  giving  security to
principal  and interest  are  considered  adequate,  but elements may be present
which suggest a susceptibility to impairment sometime in the future.

              Baa:  Medium-grade  obligations;  neither  highly  protected,  nor
poorly secured. Interest payments and principal security appear adequate for the
present,   but   certain   protective   elements   may  be  lacking  or  may  be
characteristically  unreliable  over any great  length of time.  Such bonds lack
outstanding   investment   characteristics   and,  in  fact,  have   speculative
characteristics as well.

              Ba:  Bonds  which  are  rated Ba are  judged  to have  speculative
elements;  their  future  cannot  be  considered  as  well-assured.   Often  the
protection of interest and principal payments may be very moderate,  and thereby
not well safeguarded during both good and bad times over the future. Uncertainty
of position characterizes bonds in this class.

              B: Bonds which are rated B generally lack  characteristics  of the
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

Standard & Poor's Corporation:
- ------------------------------

              AAA: Highest grade  obligations.  They possess the ultimate degree
of protection as to principal and interest.  Marketwise, they move with interest
rates and hence provide the maximum safety on all counts.

              AA:  High-grade  obligations.  In the majority of instances,  they
differ from AAA issues only in a small degree.  Here,  too, prices move with the
long-term money market.

                                      B-16
<PAGE>

              A: Upper-medium grade. They have considerable investment strength,
but are not entirely free from adverse  effects of changes in economic and trade
conditions.  Interest and  principal  are regarded as safe.  They  predominantly
reflect money rates in their market behavior but, to some extent,  also economic
conditions.

              BBB: Medium-grade; borderline between definitely sound obligations
and those where the speculative element begins to predominate.  These bonds have
adequate  asset  coverage and normally are protected by  satisfactory  earnings.
Their  susceptibility  to  changing  conditions,  particularly  to  depressions,
necessitates  constant  watching.  Marketwise,  the bonds are more responsive to
business and trade  conditions than to interest rates.  This group is the lowest
which qualifies for commercial bank investment.

              BB, B, CCC,  CC:  Debt rated BB, B, CCC,  and CC is  regarded,  on
balance,  as predominantly  speculative with respect to capacity to pay interest
and  repay  principal  in  accordance  with the  terms of the  obligation.  MOTA
indicates  the  lowest  degree  of  speculation  and CC the  highest  degree  of
speculation.  While  such debt will  likely  have some  quality  and  protective
characteristics,  these are  outweighed  by large  uncertainties  of major  risk
exposures to adverse conditions.


                             MUNICIPAL BOND RATINGS
                             ----------------------

Moody's Investors Service:
- --------------------------

              Aaa:  Municipal  bonds which are rated Aaa are judged to be of the
best  quality.  They  carry  the  smallest  degree  of  investment  risk and are
generally referred to as "gilt edge." Interest payments are protected by a large
or by an exceptionally  stable margin and principal is secure. While the various
protective  elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

              Aa:  Municipal  bonds  which are rated Aa are  judged to be a high
quality by all  standards.  Together with the Aaa group,  they comprise what are
generally  known as high grade  bonds.  They are rated lower than the best bonds
because  margins of protection  may not be as large or fluctuation of protective
elements
     may be of greater  amplitude or there may be other  elements  present which
make the long-term risks appear somewhat larger than in Aaa securities.

              A:  Municipal  bonds  which  are rated A  possess  many  favorable
investment   attributes   and  are  to  be  considered  as  upper  medium  grade
obligations.  Factors  giving  security to principal and interest are considered
adequate,  but  elements  may be  present  which  suggest  a  susceptibility  to
impairment sometime in the future.

              Baa:  Bonds  which are rated Baa are  considered  as medium  grade
obligations;  i.e.,  they are  neither  highly  protected  nor  poorly  secured.
Interest  payments and principal  security appear adequate for the present,  but
certain protective elements may be lacking or may be characteristically

                                      B-17
<PAGE>

unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and, in fact, have speculative characteristics as well.

              Conditional Rating:  Bonds for which the security depends upon the
completion  of  some  act  or  the  fulfillment  of  some  condition  are  rated
conditionally.  These  are bonds  secured  by (a)  earnings  of  projects  under
construction,  (b) earnings of projects unseasoned in operation experience,  (c)
rentals which begin when facilities are completed, or (d) payments to which some
other limiting condition attaches.  Parenthetical rating denotes probable credit
stature upon completion of construction or elimination of basis of condition.

              Rating Refinements:  Moody's may apply numerical  modifiers,  1, 2
and 3 in each generic rating  classification  from Aa through B in its municipal
bond rating  system.  The modifier 1 indicates  that the  security  ranks in the
higher  end  of  its  generic  rating  category;  the  modifier  2  indicates  a
mid-ranking;  and modifier 3 indicates  that the issue ranks in the lower end of
its generic rating category.

Standard & Poor's Corporation
- -----------------------------

              AAA: Municipal bonds rated AAA are highest grade obligations. They
possess the ultimate  degree of protection as to principal and interest.  In the
market, they move with interest rates and, hence,  provide the maximum safety on
all counts.

              AA:   Municipal   bonds  rated  AA  also  qualify  as   high-grade
obligations  and, in the majority of  instances,  differ from AAA issues only in
small degree. Here, too, prices move with the long-term money market.

              A:  Municipal  bonds rated A are regarded as upper  medium  grade.
They  have  considerable  investment  strength  but are not  entirely  free from
adverse  effects of changes  in  economic  and trade  conditions.  Interest  and
principal are regarded as safe. They predominantly  reflect money rates in their
market behavior, but also to some extent, economic conditions.

              BBB:  Bonds rated BBB are regarded as having an adequate  capacity
to pay principal and interest. Whereas they normally exhibit adequate protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

              Provisional  Ratings:  The letter "p" indicates that the rating is
provisional.  A  provisional  rating  assumes the  successful  completion of the
project being  financed by the bonds being rated and  indicates  that payment of
debt service  requirements is largely or entirely  dependent upon the successful
and timely completion of the project being financed by the bonds being rated and
indicates  that  payment of debt  service  requirements  is largely or  entirely
dependent upon the successful and timely completion of the project. This rating,
however,  while  addressing  credit  quality  subsequent  to  completion  of the
project, makes no comment on the likelihood of, or the risk of default

                                      B-18
<PAGE>

upon failure of, such completion. The investor should exercise his own judgement
with respect to such likelihood and risk.

Note: The S&P ratings may be modified by the addition of a plus (+) or minus (-)
sign to show relative standing within the major rating categories.

Fitch Investor's Service
- ------------------------

              AAA:  Bonds  and  notes  rated  AAA are  regarded  as being of the
highest  quality,  with the  obligor  having  an  extraordinary  ability  to pay
interest  and repay  principal  which is unlikely  to be affected by  reasonably
foreseeable events.

              AA:  Bonds  and  notes  rated  AA are  regarded  as  high  quality
obligations.  The  obligor's  ability to pay  interest  and repay  principal  is
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds and notes with higher ratings.

              A: Bonds and notes rated A are regarded as being of good  quality.
The obligor's ability to pay interest and repay principal is strong,  but may be
more vulnerable to adverse changes in economic conditions and circumstances than
bonds and notes with higher ratings.

              BBB:   Bonds  and  notes  rated  BBB  are  regarded  as  being  of
satisfactory  quality. The obligor's ability to pay interest and repay principal
is  considered  to be  adequate.  Adverse  changes in  economic  conditions  and
circumstances,  however,  are more likely to weaken this ability than bonds with
higher ratings.

Note:  Fitch  ratings may be modified by the addition of a plus (+) or minus (-)
sign to show relative  standing  within the major rating  categories.  These are
refinements more closely reflecting strengths and weaknesses,  and are not to be
used as trend indicators.




















                                      B-19



<PAGE>


                                     PART C
                                OTHER INFORMATION


Item 24.  Financial Statements and Exhibits

               (a) Financial Statements

                    (i) Selected financial highlights from June 1, 1992  
                    (commencement of operations) through December 31, 1996 
                    appears in Part A.

                    (ii) Audited financial statements as of December 31,  
                    1996 are incorporated by reference. These statements 
                    appear in the annual report dated December 31, 1996  
                    and are on file with the Commission. Financial 
                    statements include statement of assets and
                    liabilities, statement of operations, statement of
                    changes in net assets, Portfolio of Investments by
                    Industry Classification, notes to financial statements 
                    and independent auditors' report.

               (b) Exhibits

                    (1)  Declaration of Trust: on file

                    (2)  By-laws: on file

                    (3)  Not applicable

                    (4)  Not applicable

                    (5)  Investment advisory contract: on file

                    (6)  Distribution agreement and dealer agreement: on file

                    (7)  Not applicable

                    (8)  Custodian agreement: on file

                    (9)  Custodian agreement: on file

                    (10) Opinion and Consent of Counsel: on file

                    (11) Consent of Deloitte & Touche LLP: included

                    (12) Not applicable

                    (13) Investment letters: on file

                    (14) Individual Retirement Account Form: on file; Simplified
                         Employee Pension Plan: on file

                    (15) Not applicable

   
                    (16) Schedule for computation of each performance quote: 
                         on file
    

Item 25.  Persons Controlled by or under Common Control with Registrant: 
          Registrant is not controlled by or under common control with any other
          person.

   
Item 26.  Number of Holders of Securities as of March 31, 1997

          Title of Class                          Number of Record Holders
          --------------                          ------------------------
          Balanced Portfolio                               3,278
          Fixed-Income Portfolio                             855
          California Tax-Exempt Portfolio                    304
    

Item 27.  Indemnification

               Under the provisions of the Fund's Declaration of Trust, the Fund
               is  permitted  to  indemnify  its  present  or  former  Trustees,
               officers,  employees and certain other agents  against  liability
               incurred in such capacity except that no  indemnification  may be
               paid to  protect  such a person  from  liability  resulting  from
               willful  misfeasance,  bad faith,  gross  negligence  or reckless
               disregard  of the duties  involved  in the  conduct of his or her
               office ("disabling conduct").  Indemnification therefore requires
               a determination  that the indemnitee had not engaged in disabling
               conduct.  The  required  determination  may be made by the  final
               decision of the court or other body before  which the  proceeding
               was  brought  or,  lacking  such a  decision,  by the  reasonable
               determination of the Fund's Trustees,  based upon a review of the
               facts that is made by (a) the vote of a  majority  of a quorum of
               Trustees who are neither "interested  persons" nor parties to the
               proceeding  or (b) an  independent  legal  counsel  in a  written
               opinion.

               Insofar  as  indemnification  for  liability  arising  under  the
               Securities Act of 1933 may be permitted to Trustees, officers and
               controlling  persons of the registrant  pursuant to the foregoing
               provisions, or otherwise, the registrant has been advised that in
               the  opinion  of the  Securities  and  Exchange  Commission  such
               indemnification  is against public policy as expressed in the Act
               and is, therefore,  unenforceable.  In the event that a claim for
               indemnification  against such liabilities (other than the payment
               by the  registrant  of  expenses  incurred  or paid by a Trustee,
               officer or controlling person of the registrant in the successful
               defense of any action,  suit or  proceeding)  is asserted by such
               Trustee,  officer or  controlling  person in connection  with the
               securities being  registered,  the registrant will, unless in the
               opinion of its counsel the matter has been settled by controlling
               precedent,  submit  to a court of  appropriate  jurisdiction  the
               question of whether such  indemnification by it is against public
               policy as  expressed in the Act and will be governed by the final
               adjudication of such issue.

Item 28.  Business Connection of Investment Adviser
               Parnassus  Investments  serves as the  investment  adviser to the
               Parnassus Fund and also has individual portfolio clients.

Item 29.  Principal Underwriter:

               (a)  Parnassus   Investments  is  the  distributor  of  both  the
               Parnassus Fund and the Parnassus Income Fund.

               (b) The officers and  directors of Parnassus  Investments  are as
               follows:

Name and Principal                 Position with            Position with 
Business Address                   Distributor              Registrant
- ----------------                   -----------              ----------

Jerome L. Dodson                   President and            President and 
One Market                         Director                 Trustee
Steuart Tower #1600
San Francisco, CA 94105

Howard Fong                        Treasurer                Vice President and 
One Market                                                  Treasurer
Steuart Tower #1600
San Francisco, CA 94105

Thao N. Dodson                     Director                 None
One Market
Steuart Tower #1600
San Francisco, CA 94105

Susan Loughridge                   Secretary                None
One Market
Steuart Tower #1600
San Francisco, CA 94105

               (c) None

Item 30.  Location  of Accounts and  Records: All accounts,  books  and  records
          are in the  physical  possession  of Jerome L. Dodson at  Registrant's
          headquarters  at One  Market-Steuart  Tower #1600,  San Francisco,  CA
          94105 .

Item 31.  Management Services: Discussed in Part A.

Item 32.  Not applicable
<PAGE>


                                   SIGNATURES

   
Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all of the
requirements for effectiveness of this Registration  Statement  pursuant to Rule
485 (b) under the Securities  Act of 1933 and has duly caused this  Registration
Statement  to  be  signed  on  its  behalf  by  the  undersigned,  thereto  duly
authorized,  in the City and County of San Francisco and the State of California
on the 28th day of April, 1997.
    

                                                  The Parnassus Income Fund
                                                       (Registrant)


                                                  By:
                                                       ----------------------
                                                            Jerome L. Dodson
                                                                President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities and on the
date indicated.


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


                         Principal Executive 
                         Officer and Trustee                April 28, 1997
- ---------------------                       
Jerome L. Dodson




                         Trustee                            April 28, 1997
- ---------------------
Herbert A. Houston                                          




                         Trustee                            April 28, 1997
- ---------------------                                      
Howard Shapiro




                         Trustee                            April 28, 1997
- ---------------------
Joan Shapiro




                         Principal Financial 
                         and Accounting
- ---------------------    Officer                            April 28, 1997
Howard Fong


<PAGE>



         
                                List of Exhibits
                                ----------------                           


Exhibit 11 - Consent of Deloitte & Touche LLP



 



                             Deloitte & Touche LLP
                               50 Fremont Street
                          San Francisco, CA 94105-2230
                           Telephone: (415) 247-4000
                           Facsimile: (415) 247-4329



INDEPENDENT AUDITORS' CONSENT


The Parnassus Income Fund:


We  consent  to (a)  the  incorporation  by  reference  in  this  Post-Effective
Amendment No. 6 to Registration  Statement No. 33-36065 of the Parnassus  Income
Fund on Form N-1A of our report dated  January 17, 1997  appearing in the Fund's
1996 Annual Report to Shareholders  in the Statement of Additional  Information,
which is part of such Registration Statement,  (b) the reference to us under the
heading  "Financial  Highlights"  in the  Prospectus,  which  is a part  of such
Registration  Statement,  and (c) the reference to us under the heading "General
Information" in such Prospectus.


Deloitte & Touche LLP
April 24, 1997



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