PARNASSUS INCOME FUND
485APOS, 1998-01-21
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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. 7_

                                     and/or

                  REGISTRATION UNDER THE INVESTMENT ACT OF 1940

                                 Amendment No. 9

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

                            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 April 1, 1998 pursuant
to paragraph (a) 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, 1997 will be filed on February 27, 1998.

<PAGE>


                           THE PARNASSUS INCOME TRUST

                              Cross Reference Index
          ITEM                                    REFERENCE
          ----                                    ---------
Part A.  Information Required in a Prospectus
 Item 1.   Cover Page                             Cover Page (p.1)
 Item 2.   Synopsis; Fee Information              Fund Expenses (p.2)
 Item 3.   Financial Highlights                   Financial Highlights (p.3)
 Item 4.   General Description of Registrant      Investment Objective (p.5)
                                                  Other Investment Policies 
                                                  (p.8); 
                                                  General Information(p.17)
 Item 5.   Management of the Fund                 Management (p.10); The Adviser
                                                  (p.12) General
                                                  Information (p.17)
 Item 6.   Capital Stock and other Securities     Dividends and Taxes (p.15);  
                                                  How to Purchase Shares (p.12);
                                                  Management (p.10)
 Item 7.   Purchase of Securities Being Offered   How to Purchase Shares (p.12)
 Item 8.   Redemption or Repurchase               How to Redeem Shares (p.14)
 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-11) 
 Item 13.  Investment Objective & Policies        Investment Objectives & 
                                                  Policies (B-2) 
 Item 14.  Management of the Registrant           Management (B-6) 
 Item 15.  Control Person & Principal             Control Persons (B-8)
           Holders of Securities
 Item 16.  Investment Advisory & Other            The Adviser (B-8)
           Services
 Item 17.  Brokerage Allocation & Other           The Adviser (B-8); Portfolio 
           Practices                              Transactions and 
                                                  Brokerage (B-9)
 Item 18.  Capital Stock & Other Securities       General (B-11)
 Item 19.  Purchase, Redemption & Pricing         Net Asset Value (B-10)
           of Securities Being Offered
 Item 20.  Tax Status                             Prospectus (p.15) 
 Item 21.  Underwriters                           Portfolio Transactions and 
                                                  Brokerage (B-9)  
 Item 22.  Calculation of Performance Data        Performance Advertising and 
                                                  Calculation of Total Return 
                                                  and Yield (B-8); Yield of 
                                                  Fixed-Income and California 
                                                  Tax-Exempt Funds (B-8); 
                                                  Effective Yield (B-8)
 Item 23.  Financial Statements                   Financial Statements (B-12)
 




<PAGE>

   
THE PARNASSUS INCOME TRUST


PROSPECTUS-APRIL 1, 1998

     The  Parnassus  Income  Trust (the  "Trust")  is a "no load,"  diversified,
open-end series management  investment company managed by Parnassus  Investments
(the  "Adviser").  The Adviser  chooses the  Trust's  investments  for all funds
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 Trust has three funds.  The Equity Income Fund (formerly,  the Balanced
Portfolio)  invests primarily in stocks that pay a dividend,  and its investment
objective is both current income and capital appreciation. The Fixed-Income Fund
invests  primarily  in  bonds  and  other  fixed-income  investments,   and  its
investment  objective  is  current  income  and  preservation  of  capital.  The
California Tax-Exempt Fund (for California residents only) has as its investment
objective  a high level of current  income  exempt from  federal and  California
personal income tax consistent with prudent investment management.

     This  Prospectus  provides you with the basic  information  you should know
before  investing  in the  Trust.  You  should  read it and  keep it for  future
reference.  A Statement of  Additional  Information  ("SAI") dated April 1, 1998
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                 10
   Financial Highlights                3           The Adviser                12
   The Legend of Mt. Parnassus         4           How to Purchase Shares     12
   Investment Objective and Policies   5           How to Redeem Shares       14
   Other Investment Policies           8           Dividends and Taxes        15
   Performance Information             9           General Information        17
    

     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>



   
TRUST EXPENSES

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

  SHAREHOLDER TRANSACTION EXPENSES

                                                                      CALIFORNIA
                                         EQUITY INCOME  FIXED-INCOME  TAX-EXEMPT
                                             FUND          FUND          FUND
  Maximum Sales load Imposed on Purchases
      (as a percentage of offering price)    None          None          None
  Redemption Fees                            None          None          None

  ANNUAL TRUST OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

  Management Fees (after fee waiver)         0.45%         0.08%         0.18%
  12b-1 Fees                                 None          None          None
  Other expenses (after expense 
     reimbursement)                          0.60%         0.74%         0.49%
  Total Fund Operating Expenses              1.05%*        0.82%*        0.67%*

     The purpose of this table is to assist the  investor in  understanding  the
various costs and expenses that a shareholder in the Trust 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 Trust charges no redemption fees of any kind.

                              ONE YEAR    THREE YEARS    FIVE YEARS    TEN YEARS
  Equity Income Fund            $11          $33            $58           $128
  Fixed-Income Fund               8           26             46            101
  California Tax-Exempt Fund      7           21             37             83

     The expenses shown above are  cumulative--not  ones you pay every year. For
example,  the $128  figure for ten years with the Equity  Income Fund 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, a Fund may direct  brokerage  commissions  to firms that
may pay certain  expenses of a 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 Fund's  shareholders.  See
page B-7 of the SAI for more information.  Since the Fund did not engage in such
directed  brokerage  in  1997  and if it does so in the  future,  such  directed
brokerage  is  expected  to occur on an  irregular  basis,  so the effect on the
expense ratios cannot be calculated with any degree of certainty.
     * 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
Equity Income Fund and 1.00% of net assets for the  Fixed-Income  and California
Tax-Exempt  Funds.  For  1997,  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 Equity Income, Fixed-Income and California Tax-Exempt Funds would
have been 1.40%, 1.33% and 1.00%, respectively.

                                        2
    



<PAGE>


FINANCIAL HIGHLIGHTS

Selected  data for each share of capital  stock  outstanding,  total  return and
ratios/supplemental  data for the years ended  December  31, 1997,  1996,  1995,
1994,  1993 and for the  seven-month  period ended  December  31,  1992,  are as
follows:
   
<TABLE>
<CAPTION>

- ------------------------------------------------------------------------------------------------------------------------------------
Equity Income Fund                                 1997            1996           1995           1994           1993          1992
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>             <C>            <C>            <C>            <C>           <C>  
Net asset value at beginning of period             18.56           19.58          15.70          17.46          16.17          -
                                                   ---------------------------------------------------------------------------------
Income from investment operations:
Net investment income                               0.79            0.98           0.88           0.80           1.20          0.17
Net realized and unrealized gain (loss) on          
securities                                          2.86            0.37           3.93          (1.75)          1.36         16.15
                                                   ---------------------------------------------------------------------------------
    Total from investment operations                3.65            1.35           4.81          (0.95)          2.56         16.32
                                                   ---------------------------------------------------------------------------------
DISTRIBUTIONS:
Dividends from net investment income               (0.79)          (0.97)         (0.90)         (0.81)         (1.21)        (0.15)
Distributions from net realized gains              (0.74)          (1.40)         (0.03)          -             (0.06)           -
                                                   ---------------------------------------------------------------------------------
    Total distributions                            (1.53)          (2.37)         (0.93)         (0.81)         (1.27)        (0.15)
                                                   ---------------------------------------------------------------------------------
Net asset value at end of period                   20.68           18.56          19.58          15.70          17.46         16.17
                                                   =================================================================================
TOTAL RETURN *                                     20.15%           7.09%         31.13%         (5.39%)        15.91%         8.58%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets             
(actual)**                                          1.05%           0.80%          0.72%          0.83%          0.81%           -%
Decrease reflected in the above expense ratios
due to undertakings by Parnassus Investments        0.30%           0.60%          0.82%          0.88%          1.24%         1.14%
Ratio of net investment income to average net       
assets                                              4.04%           4.56%          4.76%          5.15%          4.94%         2.44%
Portfolio turnover rate                            34.12%          47.80%         15.36%          6.50%         33.40%        23.54%
Average commission per share***                    $0.061          $0.069
Net Assets, End of Period (000's)                 $38,847         $33,362        $26,779        $17,087        $11,542        $3,241



- ------------------------------------------------------------------------------------------------------------------------------------
Fixed-Income Fund                                  1997            1996           1995           1994           1993          1992
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value at beginning of period            15.43            15.73          13.79          15.89          15.33          -
                                                  ----------------------------------------------------------------------------------
Income from investment operations:
Net investment income                              0.90             0.92           0.95           1.02           1.03          0.36
Net realized and unrealized gain (loss) on         0.67            (0.31)          1.95          (2.08)          0.57         15.32
securities
                                                  ----------------------------------------------------------------------------------
    Total from investment operations               1.57             0.61           2.90          (1.06)          1.60         15.68
                                                  ----------------------------------------------------------------------------------
DISTRIBUTIONS:
Dividends from net investment income              (0.89)           (0.91)         (0.96)         (1.04)         (1.03)        (0.35)
Distributions from net realized gains             (0.07)             -              -              -            (0.01)          -
                                                  ----------------------------------------------------------------------------------
    Total distributions                           (0.96)           (0.91)         (0.96)         (1.04)         (1.04)        (0.35)
                                                  ----------------------------------------------------------------------------------
Net asset value at end of period                  16.04            15.43          15.73          13.79          15.89         15.33
                                                  ==================================================================================
TOTAL RETURN *                                    10.60%            4.08%         21.58%         (6.76%)        10.59%         2.87%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets            
(actual)**                                         0.82%            0.83%          0.90%          0.81%          0.68%          -%
Decrease reflected in the above expense ratios
due to undertakings by Parnassus Investments       0.43%            0.50%          0.73%          0.98%          1.00%         1.18%
Ratio of net investment income to average net      
assets                                             5.79%            5.98%          6.20%          7.00%          6.43%         3.20%
Portfolio turnover rate                           17.15%            2.80%         12.10%          5.20%         10.90%        15.29%
Net Assets, End of Period (000's)                 $9,683           $8,384         $6,585         $4,545         $4,160        $2,093

- ------------------------------------------------------------------------------------------------------------------------------------
California Tax-Exempt Fund                         1997            1996           1995           1994           1993          1992
- ------------------------------------------------------------------------------------------------------------------------------------

Net asset value at beginning of period             16.02           16.06          14.28          16.10          15.06          -
                                                   ---------------------------------------------------------------------------------
Income from investment operations:
Net investment income                               0.74            0.80           0.82           0.80           0.77          0.19
Net realized and unrealized gain (loss) on          0.71           (0.06)          1.78          (1.81)          1.16         15.05
securities
                                                   ---------------------------------------------------------------------------------
    Total from investment operations                1.45            0.74           2.60          (1.01)          1.93         15.24
                                                   ---------------------------------------------------------------------------------
DISTRIBUTIONS:
Dividends from net investment income               (0.75)          (0.78)         (0.82)         (0.81)         (0.78)        (0.18)
Distributions from net realized gains                -               -              -              -            (0.11)         -
                                                   ---------------------------------------------------------------------------------
    Total distributions                            (0.75)          (0.78)         (0.82)         (0.81)         (0.89)        (0.18)
                                                   ---------------------------------------------------------------------------------
Net asset value at end of period                   16.72           16.02          16.06          14.28          16.10         15.06
                                                   =================================================================================
TOTAL RETURN *                                      9.33%           4.78%         18.60%         (6.36%)        13.03%         1.70%
RATIOS/SUPPLEMENTAL DATA:
Ratio of expenses to average net assets             
(actual)**                                          0.67%           0.54%          0.50%          0.39%          0.48%            0%
Decrease reflected in the above expense ratios
due to undertakings by Parnassus Investments        0.32%           0.46%          0.69%          0.87%          0.99%         2.10%
Ratio of net investment income to average net       
assets                                              4.69%           4.96%          5.30%          5.37%          4.89%         2.10%
Portfolio turnover rate                            10.00%            -%           13.10%         12.00%         20.46%            -%
Net Assets, End of Period (000's)                  $6,520          $5,835         $4,483         $3,902         $3,256        $1,061
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* 1992 ratios reflect returns fro seven months of operation and are not annualized.

**Parnassus  Investments  agreed to a 1.25% limit on expenses for the Equity Income Fund and 1% for the  Fixed-Income and California
  Tax-Exempt  Funds (See Note 5 for details).  Certain fees were waived for the years ended December 31, 1997,  1996, 1995, 1994 and
  1993. All expenses were waived for the seven-month period ended December 31, 1992; so, the actual ratio of expenses to average net
  assets for each Fund for 1992 was 0%.

*** Average commission rate is calculated for the periods beginning January 1, 1996 and applies only to Funds with equity holdings.

Note: This information is taken from audited financial  statements that were published in the Trust's annual reports and was audited
by Deloitte & Touche LLP.
</FN>
</TABLE>
    

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
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.
                                        4
<PAGE>

INVESTMENT OBJECTIVE AND POLICIES


SOCIAL POLICY


   
     The Adviser looks for certain social policies in the companies in which the
Trust invests.  These social policies are: (1) treating  employees  fairly;  (2)
sound environmental protection policies; (3) a good equal employment opportunity
programs;  (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  makes value  judgements in
deciding  which  companies  best meet the criteria.  The Adviser also  considers
social  factors  other  than  these  six  (as  discussed  under  the  investment
objectives of each of the three Funds).

     Although the Trust emphasizes  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 Trust also  screens out
weapons contractors and those that generate electricity from nuclear power.

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


EQUITY INCOME FUND

         The  investment  objective  of the Equity  Income Fund is both  current
income and capital  appreciation.  The Fund tries to achieve  this  objective by
investing  primarily in a  diversified  portfolio of equity  securities.  Equity
securities may include common and preferred stock as well as securities that are
convertible into these  instruments  such as convertible  bonds. As an operating
policy,  at least 75% of the Fund's  total  assets will  normally be invested in
equity  securities  that pay a dividend (or interest in the case of  convertible
debt  instruments),  and up to 25% of the Fund's total assets may be invested in
non-dividend paying equity securities, in investment grade debt securities or in
money market instruments.  However, for temporary,  defensive purposes, the Fund
may invest all its assets in money market instruments or investment grade debt.

     The Fund  seeks to  invest  in  equity  securities  that pay  above-average
dividends and which the Adviser believes have the capacity to raise dividends in
the future and also have the potential for capital appreciation.  The Fund seeks
to achieve a yield for its shareholders that exceeds the yield on the securities
comprising  the S&P 500  Composite  Stock Price Index.  Issuers of securities in
which the Fund invests must meet the social criteria stated in this Prospectus.

     The Equity Income Fund may, as an operating  policy,  also invest up to 10%
of its assets in  community  development  loan funds such as those that  provide
financing for small business and for 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,  the Fund may invest in  obligations  issued by community  loan funds at
below market interest rates.  Generally,  there is no secondary market, and thus
no liquidity,  for these  investments.  In general,  the Fund seeks to invest in
community  organizations that have had a successful record in making these kinds
of loans and that are deemed creditworthy by the Adviser.
    


RISK FACTORS

   
     As with all investments, there are a number of risk factors associated with
the Equity  Income Fund.  Equity  securities  in the Fund pose 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 Equity  Income Fund invests  primarily in stocks that pay a
dividend, 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.

                                        5
<PAGE>

     With preferred stock and higher-yielding common stocks such as utilities, a
major risk is 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 Fund.

     There  are  also  special  risks   involved  with   community   development
investments  which may comprise as much as 10% of the Fund. These investments do
not have  liquidity,  and  community  loan  funds  do not 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 investments. In fact, one of the social objectives
of the Parnassus Income Trust is to establish a publicly  available track record
for community development investments.




FIXED-INCOME FUND

     The  investment  objective  of the  Fixed-Income  Fund is a high  level  of
current  income  consistent  with safety and capital  preservation.  The Adviser
seeks 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  rated  within the four  highest  categories  as  determined  by a
nationally-recognized  rating  service such as Standard & Poor's,  a division of
The  McGraw-Hill  Companies,  Inc.  ("Standard  & Poors") or  Moody's  Investors
Service, Inc. ("Moody's"). Securities in the lowest of these four categories are
considered  investment grade, but they may have speculative elements about them.
The  Fixed-Income  Fund  ordinarily  will have at least 65% of its net assets in
securities rated "A" or better. See the Appendix in the SAI 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  Fund  may  invest  in  long-term,  intermediate-term  or
short-term  fixed-income  securities or any  combination  thereof,  depending on
market  conditions,  and these  securities  may also have  floating  or variable
interest rates. Securities in this Fund may include preferred stock, convertible
preferred stock and convertible bonds.

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

     This Fund may, as an operating policy,  also invest up to 10% of its assets
in community  development  loan funds. See the section on the Equity Income Fund
for details.

    

RISK FACTORS

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




CALIFORNIA TAX-EXEMPT FUND

     The investment  objective of the California  Tax-Exempt  Fund 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  pursues  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  Fund  is for
California  residents  only.  David  Pogran  is the  portfolio  manager  for the
California Tax-Exempt Fund.


                                       6
<PAGE>

     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  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 federal alternative  minimum tax. The California  Tax-Exempt Fund
will minimize its  investment in such bonds,  and no more than 20% of the Fund's
assets will be invested  in bonds  whose  income is treated as a tax  preference
item under the federal alternative minimum tax.

     The Fund 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 Fund 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 Fund 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
Fund will put no more than 5% of its assets into any one fund.

     Normally,  the  Fund  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, and the Fund may engage in repurchase transactions involving U.S.
Government securities.

     The  California   Tax-Exempt  Fund  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 or Fitch  Investors
Services,  Inc.  ("Fitch"),  or if unrated,  being  similar in  quality,  in the
Adviser's  opinion,  to securities in one of 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 SAI
contains a description of the ratings of Moody's,  Fitch and Standard & Poor's.)
The Fund will not invest more than 20% of its total assets in  securities  rated
in the fourth  highest  category.  If the rating on a security  held by the Fund
falls below investment  grade after purchase,  the Adviser will consider such an
event in its evaluation of the security,  but it will not necessarily  result in
an automatic sale of that security.  The Fund 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 Fund emphasizes safety and
avoids 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 Fund will not finance  activities
with a negative social or environmental impact as determined by the Trustees 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 Fund will apply the social
criteria  listed under the "Social  Policy"  heading in this  Prospectus  to the
company.

     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  regarding  a  sports  stadium  might  be  whether  it
encouraged public transit

                                        7
<PAGE>

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 factors it deems
relevant and make a  determination  if a given security meets the Trust's social
criteria.

     As a  fundamental  policy,  with  respect  to 75% of its  net  assets,  the
California  Tax-Exempt  Fund 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 Fund.)

     Under  normal  circumstances,  the  California  Tax-Exempt  Fund intends to
invest 100% of its assets in California  municipal  obligations.  As a matter of
fundamental  investment  policy, the Fund 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 Fund will  invest at least 65 % of its
assets in California municipal obligations. Usually, the Fund will substantially
exceed these minimum  requirements,  but the Fund 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  Fund  invests  primarily  in  California
municipal  securities,  there are special risks  involved.  Changes in the State
constitution  and other  laws  raise  questions  about the  ability of State and
municipal issuers to obtain sufficient revenue to pay their bond obligations. In
particular, 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, a weak  California  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 Standard & Poor's,  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, Standard & Poor's
and Fitch upgraded  ratings on California's  general  obligation bonds from A to
A+. The governor's budgets for 1997-1998 is balanced as proposed. However, these
proposed  budgets are based on certain revenue and expenditure  assumptions.  If
these assumptions are not met, future budget deficits could materialize.

     The Fund typically  invests 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  Fund  will be  adjusted  accordingly.  Since  the  value of debt
obligations  typically  varies inversely with changes in interest rates, the net
asset value (NAV) per share of the Fund will also  fluctuate in this manner.  As
interest  rates go up, the NAV will likely go down and as  interest  rates drop,
the NAV will  likely go up.  The  California  Tax-Exempt  Fund is  intended  for
investors  who can accept the fact that  there will be  principal  fluctuations.
(See the SAI for a further discussion of risk factors involved with investing in
California tax-exempt securities.)
    


OTHER INVESTMENT POLICIES

   
     As an  operating  policy,  the  Equity-Income  Fund  may  purchase  foreign
securities up to a maximum of 15% of the value of its total net assets,  but the
Fixed-Income   and  California   Tax-Exempt   Funds  may  not  purchase  foreign
securities.  Such  investments  increase a portfolio's  diversification  and may
enhance  return,  but they also involve  some special  risks such as exposure to
potentially adverse local political and economic  developments;  nationalization
and  exchange  controls;  potentially  lower  liquidity  and higher  volatility;
possible  problems  arising  from  accounting,   disclosure,   settlement,   and
regulatory  practices  that  differ  from U.S.  standards;  and the chance  that
fluctuations  in foreign  exchange  rates will decrease the  investment's  value
(favorable change can increase its value).


                                        8
<PAGE>
     Under  normal  circumstances,  each Fund of the Trust  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 a Fund's assets may be invested
in money market instruments or in repurchase agreements.  In these situations, a
Fund will not be following its investment objective.

     Repurchase agreements involve the purchase by a Fund of debt securities and
their resale at an  agreed-upon  price.  In order to minimize  risk, a 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 or other collateral with a
value at least equal to the total repurchase  price.  Repurchase  agreements are
always for periods of less than one year, and, as an operating  policy,  no more
than 5% of a Fund's assets may be invested in repurchase agreements.

     To generate additional income, a Fund may lend its portfolio  securities to
broker-dealers,  banks or other  institutional  borrowers of securities.  A Fund
must receive 102% collateral in the form of cash or U.S. Government  securities.
This  collateral  will be valued  daily.  Should the market  value of the loaned
securities  increase,  the borrower must furnish  additional  collateral to that
Fund.  During the time portfolio  securities are on loan, the borrower pays that
Fund any dividends or interest  received on such  securities.  While a Fund does
not have the right to vote  securities  that are on loan,  each Fund  intends to
terminate the loan and regain the right to vote if that is considered  important
with respect to the investment.  The borrower can repay the loan at any time and
each Fund can demand repayment at any time.

     Each  Fund  is  subject  to  certain  investment   restrictions  which  are
fundamental  policies that, as such,  cannot be changed  without the approval of
the holders of a majority  of that  Fund's  outstanding  voting  securities.  An
operating  policy of a Fund 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
Fund is a fundamental policy as are restrictions that provide that each Fund may
not: (i) with respect to 75% of its 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 its net assets,  purchase  more
than 10% of the outstanding  voting 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 its total assets.  (A Fund may not make
additional investments while any borrowings are outstanding.) It is possible for
a Fund to  make  limited  investments  in the  securities  of  other  investment
companies. See the SAI for more details on the Trust's investment restrictions.

     An operating  (although not fundamental) policy of the Trust is that it may
not make an  investment  if,  thereafter,  more than 15% of a Fund's  net assets
would be illiquid.  If the Trust finds itself with more than 15% of a Fund's net
assets so  invested,  it will take action to bring that Fund's  illiquid  assets
below 15%. Illiquid assets include:  (i) those which are restricted,  i.e. those
which cannot be freely sold for legal reasons;  (ii) fixed time deposits subject
to withdrawal  penalties (other than overnight time deposits);  (iii) repurchase
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 or  commercial  paper  issued under
section  4 (2) of the  Securities  Act of 1933,  as  amended  ("1933  Act"),  or
securities  eligible  for resale  under Rule 144A of the 1933 Act that have been
determined to be liquid pursuant to procedures adopted by the Board of Trustees.
    

PERFORMANCE INFORMATION
   
YIELD OF FUNDS

     From time to time, the Equity Income,  the  Fixed-Income and the California
Tax-Exempt  Funds  may  each  advertise  its  yields  including  current  yield,
effective yield and, for the California  Tax-Exempt Fund,  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

                                        9
<PAGE>

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 Fund may also advertise its tax-equivalent yield.
The Fund 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
Fund's yield that is not tax-exempt.

TOTAL RETURN

     The Equity  Income Fund,  the  Fixed-Income  Fund and the  California  Tax-
Exempt Fund may each advertise  "total return." Total return refers to the total
change in value of an  investment  in the Fund over a specific  time period.  It
differs from yield in that yield  figures  measure only the income  component of
the Fund'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 SAI.

     A 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 Fund, if shorter.




COMPARISON OF FUNDS

     A 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 Composite  Stock
Price Index or non-market indices or averages of mutual fund industry groups.

     A 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,  a Fund may
provide  additional  information,  such as the particular  category to which the
ranking 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 original cost.
<TABLE>
<CAPTION>
PERFORMANCE  FIGURES

                                                               AVERAGE ANNUAL TOTAL RETURN
                                                 EQUITY INCOME        FIXED-INCOME     CALIFORNIA TAX-EXEMPT
For Periods Ending December 31, 1997             FUND                 FUND             FUND
<S>                                              <C>                  <C>              <C>
One Year                                           20.15%               10.60%            9.33%
Three Years                                        19.05%               11.86%           10.76%
Five Years                                         13.10%                7.61%            7.53%
Life of Fund (date of inception was 9/1/92)        13.97%                7.69%            7.39%
</TABLE>

     Prior to April 1, 1998,  the Equity  Income Fund was known as the  Balanced
Portfolio and has a primary  investment  objective of current income and capital
preservation,  with  capital  appreciation  a secondary  objective.  The Trust'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 Trust. 
    

MANAGEMENT
   
     The  Trust's  Board of  Trustees  decides on matters of general  policy and
supervises  the  activities  of the Adviser.  The Trust's  officers  conduct and
supervise the daily business  operations of the Trust. The Trustees and officers
are listed below together with their principal  occupations  during at least the
past five years.
    

                                       10


   
     Jerome L.  Dodson*,  54,  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 Equity  Income Fund and the  Fixed-Income  Fund. He is also a Trustee of The
Parnassus Fund.

     David  L.  Gibson,  58,  Trustee,   is  an  attorney  in  private  practice
specializing in taxation and personal financial planning.  From 1973 to 1984, he
was with the Crown  Zellerbach  Corporation  where he served as tax counsel and,
later, as Director of Public Affairs.  Mr. Gibson is active in civic affairs and
his special interests include senior citizens and environmental  protection.  He
holds a bachelor's degree in business  administration from Virginia  Polytechnic
Institute,  an MBA from Golden Gate  University,  a JD from  Washington  and Lee
University and an LLM from William and Mary. Mr. Gibson is also a Trustee of The
Parnassus Fund.

     Gail L.  Horvath,  48,  Trustee,  is co-owner  and  director of new product
development  at  Just  Desserts,  a  San  Francisco-based  bakery  and  cafe.  A
co-founder of Just Desserts,  her experience  includes market research,  product
planning and product  development.  For four years,  she served as a director of
Continental Savings of America. She is a graduate of Ohio State University.  Ms.
Horvath is also a Trustee of The Parnassus Fund.

     Herbert A. Houston,  54,  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.  Mr.  Houston is also a
Trustee of The Parnassus Fund.

     Cecilia C.M. Lee, 54, is President of Ultra Media,  a Silicon  Valley-based
electronics  firm.  She  is  active  in  community  affairs  with  the  Stanford
Children's Hospital and the Cupertino Children's Choir. Ms. Lee is a Director of
the Tech Museum of Innovation and the Asian-American  Manufacturers Association.
She is  also on the  Advancement  Board  of the  West  Valley-Mission  Community
College.  She  received a  bachelor's  degree  from the  National  Music and Art
Institute of China. Ms. Lee is also a Trustee of The Parnassus Fund.

     Leo T.  McCarthy,  67, is  President  of the Daniel  Group,  a  partnership
involved in foreign trade. His current  directorships include Linear Technology,
Open Data Systems and the U.S. National Gambling Impact Study Commission. He has
also served as a Regent of the University of  California.  From 1969 to 1982, he
served as a member of the California State Assembly,  six years as Speaker. From
1983 to 1995, he served as Lieutenant  Governor of the State of California where
his major  responsibility  was economic  development.  He holds a B.S.  from the
University  of San  Francisco  and a J.D.  from San  Francisco Law School and is
licensed to practice law in  California.  Mr.  McCarthy is also a Trustee of The
Parnassus Fund.

     Donald E. O'Connor,  61, is a retired  executive who spent 28 years as Vice
President of Operations for the Investment Company Institute,  (the "ICI" is the
trade  association  of the mutual fund  industry.)  During that period,  he also
spent 10 years as Chief Operating  Officer of the ICI Mutual Insurance  Company.
Prior to joining the ICI, he spent six years with the  Securities  and  Exchange
Commission ("SEC"), including four years as Branch Chief of Market Surveillance.
He currently  serves as a Trustee of the Advisors  Series Trust,  another mutual
fund. He is a graduate of The George  Washington  University and holds a Masters
in Business  Administration  from the same  institution.  Mr. O'Connor is also a
Trustee of The Parnassus Fund.

     Howard M. Shapiro, 66, 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. Mr.
Shapiro is also a Trustee  of the  Parnassus  Fund.  He is no  relation  to Joan
Shapiro.

     Joan Shapiro,  55, 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
also a Trustee of The  Parnassus  Fund.  Ms.  Shapiro is no  relation  to Howard
Shapiro.
    

                                       11
<PAGE>

   
     Howard Fong, 52, 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,  60,  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 Fund
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, Mr. Pogran spent eight years
in retail management.
    

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


THE ADVISER

   
     Parnassus Investments (the "Adviser"),  One Market-Steuart Tower #1600, San
Francisco,  California 94105 acts as investment  adviser to each Fund subject to
the  control of the  Trust's  Board of  Trustees,  and as such,  supervises  and
arranges the purchase and sale of securities held in the Funds' portfolios.  The
Adviser has been the investment manager of The Parnassus Fund since 1985 and The
Parnassus Income Trust since 1992.
     For its services,  the Trust,  under an Investment  Advisory Agreement (the
"Agreement") between the Trust and the Adviser, pays the Adviser a fee, computed
and payable at the end of each month,  at the following  annual  percentages  of
each Fund's average daily net assets:  for the Equity Income Fund,  0.75% of the
first $30  million,  0.70% of the next $70 million and 0.65% of the amount above
$100 million; and for the Fixed-Income Fund and the California  Tax-Exempt Fund,
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.  For the fiscal year ended  December 31,
1997,  the Equity  Income  Fund paid the Adviser  0.5% of its average  daily net
assets,  the  Fixed-Income  Fund paid the Advisor 0.1% of its average  daily net
assets and the California  Tax-Exempt  Fund paid the Adviser 0.2% of its average
daily net assets.

     In addition to the fee payable to the Adviser, the Trust 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 Trust'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 Trust or its shares; (ix) expenses of preparing, printing
and mailing reports and notices and proxy material to shareholders of the Trust;
(x)  all  other  expenses   incidental  to  holding   meetings  of  the  Trust'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 Trust and
the legal  obligations  which the Trust 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-10  of  the  SAI  for  more   information  on  brokerage  and  portfolio
transactions.
    

HOW TO PURCHASE SHARES


                                       12

<PAGE>
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 Trust. It should be sent
to the Trust at the following address.

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

     An initial  investment must be at least $2,000 except for certain  employee
benefit  plans or tax  qualified  retirement  plans  (such as IRAs or SEPs)  and
accounts  opened pursuant to the Uniform Gifts to Minors Act ("UGMA") or Uniform
Transfers  to  Minors  Act  ("UTMA"),  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.  Investments  in
the Equity Income Fund and the California  Tax-Exempt  Fund, 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 they are received. If an investment in
either of these Funds is received after 1:00 p.m. San Francisco time, it will be
processed the next business day.

   
     An investment in the  Fixed-Income  Fund, if received before 12:00 noon San
Francisco time, will be processed at the net asset value  calculated on the same
business day it is received.  An investment  in this Fund  received  after 12:00
noon San Francisco time will be processed on the next business day.
    


OTHER INFORMATION

   
     The Trust 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 Trust is $2,000  and the  minimum
subsequent investment is $50, except for retirement plans, UGMA or UTMA 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 the purchase of Trust  shares,  but  investors
may be  charged a  transaction  or other fee in  connection  with  purchases  or
redemptions  of Trust  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 a Fund account ($500 minimum), a
shareholder may purchase additional Fund shares ($50 minimum) via the PAIP. On a
monthly or quarterly  basis,  your money will  automatically be transferred from
your bank  account to your Trust  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 Trust and ask for the
free brochure called "Automatic Investing and Dollar-Cost Averaging."
    

NET ASSET VALUE

   
     The net asset value  ("NAV") for each Fund will be  calculated on every day
the New York Stock Exchange ("NYSE") is open for trading ("business day") and on
any other day there is a sufficient degree of trading in investments held by the
Fund to affect the net asset  value.  The NAV of the Equity  Income Fund and the
California  Tax-Exempt  Fund will  ordinarily  be  determined as of the close of
trading on the NYSE,  usually 4:00 p.m. Eastern time. The Fixed-Income Fund will
ordinarily  be  determined  as of one hour  prior to the close of trading on the
NYSE,  usually 3:00 p.m.  Eastern time. The NAV may not be determined on any day
that there are no transactions in shares of the Fund.


                                       13
<PAGE>
     The net asset  value per  share is the value of a Fund's  assets,  less its
liabilities,  divided  by the  number of  outstanding  shares of that  Fund.  In
general,  the value of a 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 Trust's Board of Trustees. See the SAI for details.
    

HOW TO REDEEM SHARES
   
     You may sell or redeem  your shares by offering  them for  "repurchase"  or
"redemption"  directly to the Trust.  To sell your shares to the Trust (that is,
to redeem your shares),  you must send your written instructions to the Trust 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 NAV next determined after
receipt by the Trust of your  written  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  states that only one
signature is necessary for  redemptions.  All redemption  checks must be sent to
the address of record on the account. The Trust 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 Trust 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
require an authorizing  document.  In the case of a surviving  joint  owner,  we
usually require a copy of the death  certificate.  Contact the Trust by phone at
(800) 999-3505 if you have any questions about  requirements  for redeeming your
shares.

     If the Trust 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  Trust  will  promptly  send you a check  for the  proceeds  from the  sale.
Ordinarily, the Trust must send you a check within seven days unless the NYSE 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 Trust to determine  that the
purchase check will be honored.

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

     There is no limit on the number or dollar  amount of  exchanges.  The Trust
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. 

     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 a Fund into an
identically  registered  account in another Fund or The Parnassus Fund.  Neither
the Trust 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 Trust 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 Trust and  Parnassus  Investments  may be liable for any
losses due to  unauthorized 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
Trust at any time upon 60 days' written notice to shareholders.

                                       14

     REDEMPTION  OF SMALL  ACCOUNTS.  The  Trustees  may, in order to reduce the
expenses of the Trust, 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 NAV  determined as of the close of business on the business day preceding
the sending of such notice of redemption. The Trust 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 Equity  Income  Fund  normally  declares  and pays  dividends  from net
investment  income ("income  dividends") on a quarterly  basis. The Fixed-Income
Fund  and the  California  Tax-Exempt  Fund  normally  declare  and  pay  income
dividends  on a  monthly  basis.  Dividends  from net  long-term  capital  gains
("capital gains  dividends") are paid once a year (usually in mid-December)  for
each  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 TRUST

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

                                       15

<PAGE>

TAXATION OF SHAREHOLDERS

     For the Equity Income Fund and the  Fixed-Income  Fund,  all dividends from
net investment  income together with  distributions 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 gain distributions")  distributed to shareholders are taxable as
such to shareholders.  Tax-exempt shareholders,  of course, will not be required
to pay taxes on any amounts paid to them.

     As a result of tax law changes enacted in 1997, there are different maximum
federal income tax rates  applicable to your capital gain  distributions  if you
are a  noncorporate  taxpayer  depending on the Fund's  holding  period and your
marginal rate of federal  income tax -- generally,  28% for gains  recognized on
securities  held for more than one year but not more than 18 months and 20% (10%
if you are in the 15% marginal tax bracket) for gains  recognized  on securities
held for more than 18 months.  Annually,  shareholders will receive on Form 1099
the dollar amount and tax status of all dividends received.

     For shareholders of these Funds, the Trust 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 a Fund, such dividends,
in the hands of that 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 FUND

     This Fund 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
net long-term  capital gains, if any, are taxable to shareholders as a long-term
capital  gain  regardless  of how long  their  shares of the Fund 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 capital gain dividends received
on such shares.

     The Fund will  notify  shareholders  each  January  as to the  federal  and
California tax status of dividends paid during the previous calendar year.

    


                                       16


<PAGE>


GENERAL INFORMATION

   
     The Trust 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 Fund),  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 Trust as a whole,
specifically  including  election  of  Trustees  and  selection  of the  Trust'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 Trust'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 Trust 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 applicants, mail at the applicants' expense the applicants' 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 the  Trust's
outstanding  shares,  or upon  liquidation and  distribution  of its assets,  if
approved by the vote of the holders of more than 50% of the Trust's  outstanding
shares.  If not so terminated,  the Trust will continue  indefinitely.  Prior to
April 1, 1998, The Parnassus Income Trust was known as the Parnassus Income Fund
and each of the Trust's series was known as a Portfolio rather than a Fund.

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

     Union Bank of California,  475 Sansome Street, San Francisco, CA 94111, has
been selected as the custodian of the Trust's assets.

     Parnassus  Investments,  One  Market-Steuart  Tower #1600,  San  Francisco,
California 94105, is the Trust's transfer agent and accounting agent.  Jerome L.
Dodson, the Fund's President, is the sole stockholder of Parnassus Investments.








    














                                       17


<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

   
www.parnassus.com
    














                                                        18

















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



                STATEMENT OF ADDITIONAL INFORMATION April 1, 1998



This Statement of Additional Information is not a prospectus.  It should be read
in conjunction with the Trust's  Prospectus dated April 1, 1998, a copy of which
may be obtained by calling or writing the Trust at the address listed above.

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

                                               Page                Cross-reference to page in prospectus
<S>                                              <C>                                 <C>
  Investment Objective and                     
  Policies                                     B-2                                   5
     Investment Restrictions                   B-2                                   8
     Repurchase Agreements                     B-3                                   8
  Special Risk Factors                         B-4                                 5,6,8
  Management                                   B-6                                  10
  Performance                                  B-8                                   9
  Net Asset Value                              B-10                                 13
  Shareholder Services                         B-11                                 12
  General                                      B-11                                 17
  Financial Statements                         B-12
  Appendix                                     B-13
</TABLE>
    
<PAGE>

                       Investment Objectives and Policies

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

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

         The Trust has adopted the following  restrictions (in addition to those
indicated in the Prospectus) as fundamental policies which may not be changed as
to a Fund without the approval of the holders of a "majority" (as defined in the
Investment  Company  Act of 1940 (the  "1940  Act") of that  Fund's  outstanding
shares.  A vote of the  holders  of a  "majority"  (as so  defined)  of a Fund's
outstanding  shares  means a vote of the holders of the lesser of (i) 67% of the
Fund's 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 Trust may not:

         (1)      With respect to 75% of a Fund's 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 the Fund's total net assets (taken
                  at current  value) would then be invested in  securities  of a
                  single issuer or (ii) the Fund would hold more than 10% of the
                  outstanding voting securities of any one issuer.

         (2)      Purchase  any  security if as a result any Fund 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 Trust 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 Fund 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.  A Fund will not make  additional  purchases
                  while any borrowings are outstanding.

         (6)      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.

         (7)      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.

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

         (9)      Invest in securities of other registered  investment companies
                  except  that each Fund may  invest up to 10% of its  assets in
                  money market  funds,  but no more than 5% of its assets in any
                  one fund and no Fund may own more  than 3% of the  outstanding
                  voting shares of any one fund. This

                                       B-2
<PAGE>

                  restriction,  however, does not apply to a transaction that is
                  a part of a merger, consolidation or other acquisition.

         (10)     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.

         (11)     Make loans except through repurchase agreements;  however, the
                  Trust may engage in  securities  lending and may also  acquire
                  debt  securities  and other  obligations  consistent  with the
                  applicable  Fund's  investment   objective(s)  and  its  other
                  investment  policies  and  restrictions.  Investing  in a debt
                  instrument  that is convertible  into equity or investing in a
                  community loan fund is not considered the making of a loan.

Operating Policies
- ------------------

     The Trust has adopted the following operating policies which may be changed
by a vote of the majority of the Fund's Trustees:
       (1)  The Equity  Income Fund may purchase  warrants up to a maximum of 5%
            of the value of its  total  net  assets,  but the  Fixed-Income  and
            California Tax-Exempt Funds may not purchase warrants.

       (2)  No Fund may hold or  purchase  foreign  currency  except  the Equity
            Income Fund to the extent  necessary  to settle  foreign  securities
            transactions.

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

       The Trust 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 Trust purchases a security,
the Trust  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 Trust'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.  A 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 Trust. However, there may
be delays and costs in establishing the Trust's rights to the collateral and the
value of the  collateral  may decline.  A 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 Trust's  custodian  either directly or through a
securities depository.

                                       B-3
<PAGE>

Lending Portfolio Securities
- ----------------------------

     To generate additional income, a Fund may lend its portfolio  securities to
broker-dealers,  banks or other  institutional  borrowers of securities.  A Fund
must receive  collateral  in the form of cash or U.S.  Government  securities at
least equal to 102% of the value of the securities loaned.  This collateral will
be valued daily. Should the market value of the loaned securities increase,  the
borrower  must  furnish  additional  collateral  to that  fund.  During the time
portfolio  securities  are on loan, the borrower pays that Fund any dividends or
interest  received on such  securities.  While a Fund does not have the right to
vote securities that are on loan, the Fund may terminate the loan and regain the
right to vote if that is considered  important  with respect to the  investment.
The  borrower  can repay the loan at any time and the  lending  Fund can  demand
repayment at any time.

         SPECIAL RISK FACTORS AFFECTING CALIFORNIA MUNICIPAL SECURITIES

     Developments  in  California  could  adversely  affect the market values or
marketability on municipal  securities  issued in the State or could result in a
default. 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 California Tax-Exempt Fund 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


                                       B-4
<PAGE>

public schools and community colleges.  Since Proposition 98 and 111 allocated 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.

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.


                                       B-5
<PAGE>

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.  Standard & Poor's,  a division of The  McGraw-Hill  Companies,  Inc.
("Standard & Poors") or Moody's  Investors  Service,  Inc.  ("Moody's")  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.


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 California Tax-Exempt Fund 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 Fund in that  the  market  value of some  municipal  securities  might  drop
substantially.
    




<PAGE>



<TABLE>
<CAPTION>
                                   MANAGEMENT

The Trustees and Officers of the Fund are as follows:



   
                                                                       Principal Occupation
  Name and Address                     Position with Trust             During Past Five Years
  ----------------                     -------------------             ----------------------
  <S>                                  <C>                             <C>    
  Jerome L. Dodson*                    President and Trustee           President of the Parnassus Fund and President
  The Parnassus Income Trust                                           and Director of Parnassus Investments since June
  One Market                                                           of 1984; President and Trustee of Working
  Steuart Tower #1600                                                  Assets Money Fund from June 1982 until June
  San Francisco, CA 94105                                              1984 and Trustee from June 1988 until 
                                                                       December 1991. President of Continental
                                                                       Savings of America 1976 until 1982.
                                                                       
  Howard Fong                          Vice President and Treasurer    Senior Vice  President and Chief  Financial Officer  
  The Parnassus  Income Trust                                          of Continental Savings of America from 1979 
  One  Market                                                          through  June  of  1988;  Vice President-Treasurer
  Steuart  Tower  #1600                                                of Parnassus Investments since December of 
  San Francisco,  CA 94105                                             1988.

  David L. Gibson                               Trustee                Tax Counsel and later, Director of Public Affairs 
  5840 Geary Boulevard                                                 for the Crown Zellerbach Corporation 1973-
  San Francisco, CA 94118                                              1984. Since 1984, attorney in private practice.

  Gail L. Horvath                               Trustee                Owner and Director of New Product 
  Just Desserts                                                        Development at Just Desserts.
  1970 Carroll Avenue
  San Francisco, CA 94124

  Herbert A. Houston                            Trustee                Chief Executive Officer of the Haight Ashbury
  Presidio Building, #1003                                             Free Clinics, Inc. 1987-Present; Development
  O'Reilly Avenue                                                      Director, National Association for Sickle Cell
  San Francisco, CA 94129                                              Disease, 1983 to 1987.

  Cecilia C.M. Lee                              Trustee                President of Ultra Media, a Silicon Valley-based 
  2048 Corporate Court                                                 electronics firm.
  San Jose, CA 95131

  Leo T. McCarthy                               Trustee                President of the Daniel Group, a partnership
  One Market                                                           involved in foreign trade. Directorships
  Steuart Tower #1600                                                  Linear Technology, Open Data Systems and the 
  San Francisco, CA 94105                                              U.S. National Gambling Impact Study
                                                                       Commission. A former member of the 
                                                                       California State Assembly and former Lieutenant 
                                                                       Governor of the State of California.

  Donald E. O'Connor                            Trustee                Retired. Executive for the Investment Company
  One Market                                                           Institute 1969-1997. He currently serves as a
  Steuart Tower #1600                                                  Trustee of the Advisors Series Trust, another
  San Francisco, CA 94105                                              mutual fund.
    

                                                  B-6

<PAGE>


   
  David Pogran                             Portfolio Manager           Portfolio Manager of California Tax-Exempt
  The Parnassus Income Trust                                           Fund. Director of Research for Parnassus
  One Market                                                           Investments.
  Steuart Tower #1600
  San Francisco, CA 94105

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

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

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

<FN>

     The Trust 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.
</FN>
</TABLE>
                                 CONTROL PERSONS


     As of December 31, 1997, the following  shareholders  owned more than 5% of
the voting  securities of the  respective  Funds of the Trust.  The Side By Side
Limited  Partnership owned 8.29% of the Fixed-Income Fund. MIFLA & Co., a trust,
owned  5.82% and Otis Cary & Alice  Cary,  Trustees  owned  5.66% of the  voting
securities  of the  California  Tax-Exempt  Fund.  Trustees  and Officers of The
Parnassus  Income Trust owned less than 1% of the outstanding  securities of the
Equity Income Fund, of the  Fixed-Income  Fund and of the California  Tax-Exempt
Fund.
    

                             PERFORMANCE ADVERTISING

   
Each Fund of the Trust may advertise  "total return." The Trust calculates total
return by taking the total number of Fund shares  purchased  with a hypothetical
$1,000 investment, adding all additional Fund 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:


                                       B-7
<PAGE>

                                         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 Equity Income, Fixed-Income and California Tax-Exempt Funds
- --------------------------------------------------------------------

     The Equity Income,  Fixed-Income  and California  Tax-Exempt Funds may each
also advertise its 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 Fund'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 Fund 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 Fund'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 California  Tax-Exempt Fund 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 the  California  Tax-Exempt  Fund 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 the Fund's
yield that is not tax-exempt.


                                   THE ADVISER

     Parnassus  Investments acts as the Trust's  investment  adviser.  Under its
Investment Advisory Agreement  ("Agreement") with the Trust, the Adviser acts as
investment  adviser for each Fund and subject to the supervision of the Board of
Trustees, directs the investments of each Fund in accordance with its investment
objective,  policies and  limitations.  The Adviser also provides the Trust with
all  necessary  office  facilities  and  personnel  for  servicing  the  Trust's
investments  and pays the  salaries and fees of all officers and all Trustees of
the Trust who are "interested persons." The Adviser also provides the management
and  administrative  services necessary for the operation of the Trust including
supervising   relations  with  the  custodian,   transfer   agent,   independent
accountants   and   attorneys.   The  Adviser  also  prepares  all   shareholder
communications,  maintains the Trust's  records,  registers  the Trust'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 Trust, under the Agreement,  pays the Adviser a fee,
computed  and  payable  at the  end  of  each  month  at  the  following  annual
percentages  of average daily net assets:  for the Equity Income Fund,  0.75% of
the first $30  million,  0.70% of the next $70  million  and 0.65% of the amount
above $100 million; and for the Fixed-Income Fund and the California  Tax-Exempt
Fund, the fee is 0.50% of the first $200 million, 0.45% of the

                                       B-8
<PAGE>

next  $200  million  and  0.40% of the  amount  above  $400  million.  Parnassus
Investments waived the advisory fee for all Funds in 1995. During 1996 and 1997,
Parnassus  Investments  received the following sums under the Agreement from the
following  Funds:  Equity  Income  Fund  $47,641 in 1996 and  $157,501  in 1997;
California  Tax-Exempt  Fund $1,433 in 1996 and $10,911 in 1997.  Advisory  fees
were waived for the Fixed-Income Fund in 1996 and $6,667 was received in 1997.

     The  Agreement  provides  that the Adviser shall not be liable to the Trust
for any loss to the Trust except by reason of the Adviser's 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 the 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 a 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 Trust to achieve  "best  execution",  i.e.,  prompt and  efficient
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
Trust  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 nor attempt to place  specific  dollar value on such services
nor on the portion of commission rates reflecting such services.

     The Trust 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 Fund shares 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 a Fund's brokerage  commissions,  whether or not
useful to that 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 a 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 Fund  brokerage  commissions  to reduce  certain
expenses of that Fund subject to "best execution." For example,  the Adviser may
enter into an  agreement  to have a  brokerage  firm pay part or all of a Fund's
custodian fee since this benefits the Fund's shareholders.

     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.

                                       B-9
<PAGE>

     During 1995,  1996 and 1997,  the Equity Income Fund paid $10,983,  $96,786
and  $46,914,  respectively  in brokerage  commissions.  Of these  amounts,  the
following  was paid in  conjunction  with  research  services:  $10,983 in 1995,
$41,850  in 1996 and  $46,914 in 1997.  Neither  the  Fixed-Income  Fund nor the
California  Tax-Exempt  Fund paid  commissions in 1995, 1996 or 1997 since these
Funds buy their securities on a "net" basis that includes the dealer mark-up.

     Parnassus  Investments  has clients other than The  Parnassus  Income Trust
that have  objectives  similar to the  Trust.  Normally,  orders for  securities
trades are placed separately for each client.  However, some recommendations may
result in simultaneous  buying or selling of securities along with the Trust. As
a result,  the demand for securities being purchased or the supply of securities
being sold may increase,  and this could have an adverse  effect on the price of
those securities.  Parnassus  Investments does not favor one client over another
in making recommendations or placing orders, and in some situations,  orders for
different clients may be grouped together.  In certain cases where the aggregate
order is executed in a series of  transactions at various prices on a given day,
each  participating  client's  proportionate  share of such order  reflects  the
average  price paid or received  with respect to the total order.  Also,  should
only a partial order be filled,  each client would ordinarily receive a pro rata
share of the total order.

                                 NET ASSET VALUE

     In  determining  the net asset value of The Equity  Income  Fund's  shares,
common stocks 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 ("NYSE")(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 Nasdaq  Stock Market 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. Municipal bonds are ordinarily valued as of the close of trading on the
NYSE, usually at 4:00 p.m. Eastern time. Taxable bonds and other securities held
by the  Fixed-Income  Fund are ordinarily  valued one hour prior to the close of
the NYSE, normally at 3:00 p.m. Eastern time.

      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 Trust'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 a 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.
    

     Dividends and capital gain  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  gain
distributions,  the shareholder's  original  investment will be  correspondingly
reduced and ultimately exhausted.


                                      B-10
<PAGE>

   
     Furthermore,  each  withdrawal  constitutes  a redemption of shares and any
gain or loss realized must be recognized for federal income tax purposes.
    

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 Trust 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 a Fund of the Trust.  Each
share represents an interest in a Fund of the Trust 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 Trust's  liquidation,  all
shareholders  of Fund  would  share  pro rata in the net  assets  available  for
distribution to  shareholders  of the Fund.  Shares of each Fund are entitled to
vote separately as a group only to the extent required by the Investment Company
Act of 1940 or as permitted by the Trustees.  Trust  operating  expenses will be
allocated  fairly among the Funds,  generally on the basis of their relative net
asset value.

     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 Trust or its Trustees.  The  Declaration  of Trust  provides for
indemnification  and  reimbursement  of expenses out of the Trust's property for
any shareholder held personally  liable for its obligations.  The Declaration of
Trust also  provides that the Trust shall,  upon request,  assume the defense of
any claim made against any  shareholder  for any act or  obligation of the Trust
and satisfy any  judgement  thereon.  Thus,  while  Massachusetts  law permits a
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 Trust 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 or
her office.

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

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

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.

                                      B-11
<PAGE>

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

   
       The Trust's  Annual Report to  shareholders  dated  December 31, 1997, is
expressly  incorporated  by  reference  and  made a part  of this  Statement  of
Additional  Information.  A copy of the Annual Report which contains the Trust's
audited  financial  statements  for the year ending  December 31,  1997,  may be
obtained free of charge by writing or calling the Trust.
    













































                                      B-12

<PAGE>
                                    APPENDIX
                                    --------

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

   
Moody's Investors Service, Inc. ("Moody's")
- -------------------------------------------
    

     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,  a division of The McGraw-Hill  Companies,  Inc.
- --------------------------------------------------------------------------------
("Standard & Poor's"):
- ----------------------
    

     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.

     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

                                      B-13
<PAGE>

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:
- --------
    

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

     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

                                      B-14
<PAGE>

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  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 Services, Inc.
- -------------------------------
    

     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-15

<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, 1997 appears in Part A.

                                    (ii)  Audited  financial  statements  as  of
                                    December  31,  1997,  are   incorporated  by
                                    reference.  These  statements  appear in the
                                    annual report dated  December 31, 1997,  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: to follow

                                 (2)    By-laws: to follow

                                 (3)    Not applicable

                                 (4)    Not applicable

                                 (5)    Investment advisory contract: to follow

                                 (6)    Distribution agreement and dealer 
                                        agreement: on file

                                 (7)    Not applicable

                                 (8)    Custodian agreement: on file

                                 (9)    Not applicable

                                 (10)   Opinion and Consent of Counsel: on file

                                 (11)   Consent of Deloitte & Touche LLP: to 
                                        follow

                                 (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,  except  to the  extent  Registrant  may be  deemed to be under
         common  control  with The  Parnassus  Fund by virtue of having the same
         individuals as Trustees of each entity.

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

Title of Class                              Number of Record Holders
- --------------------------------------------------------------------

Balanced Portfolio                                   3,232
Fixed-Income Portfolio                               841
California Tax-Exempt Portfolio                      307


Item 27. Indemnification

                           Under the  provisions  of the Fund's  Declaration  of
                           Trust,  the Fund will indemnify its present or former
                           Trustees,   officers,  employees  and  certain  other
                           agents  against  liability  incurred in such capacity
                           except  that no such  person  may be  indemnified  if
                           there has been an adjudication  of liability  against
                           that   person   based  on  a   finding   of   willful
                           misfeasance,  bad faith, gross negligence or reckless
                           disregard  of the duties  involved  in the conduct of
                           his or her office.

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
                                Trust.

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


<TABLE>
<CAPTION>

  Name and Principal                           Position with                     Position with
  Business Address                              Distributor                       Registrant
  ----------------                              -----------                       ----------
  <S>                                     <C>                                <C>   
  Jerome L. Dodson                        President and Director             President and Trustee
  One Market
  Steuart Tower #1600
  San Francisco, CA 94105
  Howard Fong                                    Treasurer                Vice President and Treasurer
  One Market
  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
</TABLE>

                           (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 (a) 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 15th day of January, 1998.

                                                    The Parnassus Income
                                                    Trust (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                 January 15, 1998
_______________________                                         ________________
Jerome L. Dodson



_______________________
Herbert A. Houston                   Trustee                    January 15, 1998
                                                                ________________



_______________________
Howard Shapiro                       Trustee                    January 15, 1998
                                                                ________________



_______________________              Trustee                    January 15, 1998
                                                                ________________
Joan Shapiro


                               Principal Financial and          January 15, 1998
_______________________           Accounting Officer            ________________
                                              
Howard Fong
    







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