<PAGE>
<PAGE>1
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-K/A
   
/ X /                        AMENDMENT NUMBER 3 TO
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                            ACT OF 1934 (FEE REQUIRED)
    
For the fiscal year ended                                Commission File Number
April 30, 1996                                           33-65814
        
                    EQUIPMENT LEASING CORPORATION OF AMERICA    
             (Exact name of registrant as specified in its charter)

          DELAWARE                             23-2408914              
(State or other jurisdiction       (I.R.S. Employer Identification No.)
of incorporation or organization)

              501 SILVERSIDE ROAD, STE. 76, WILMINGTON, DE  19809
              (Address of principal executive offices)  (Zip Code)

    Registrant's telephone number, including area code (302) 798-2335
    Securities registered pursuant to Section 12(b) of the Act:  NONE
    Securities registered pursuant to Section 12(g) of the Act:  NONE

    Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days.
Yes / X /   No /   / 

    Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, to 
the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. / X /

    State the aggregate market value of the voting stock held by non-affiliates 
of the registrant.  The aggregate market value shall be computed by reference 
to the price at which the stock was sold, or the average bid and asked prices 
of such stock, as of a specified date within 60 days prior to the date of 
filing:
         No voting stock is held by non-affiliates of the Registrant.

    Indicate the number of shares outstanding of each of the registrant's 
classes of common stock, as of the latest practicable date.

As of June 30, 1996, there were 1,000 shares of the Registrant's common stock, 
$1.00 par value, outstanding.  The Registrant has no other classes of common 
stock.
                   DOCUMENTS INCORPORATED BY REFERENCE - NONE

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I 1(a) AND (b) 
OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE 
FORMAT.
<PAGE>
<PAGE>2
                                     PART I  
ITEM 1. BUSINESS

    Equipment Leasing Corporation of America ("ELCOA" or the "Company") was 
incorporated in Delaware on May 6, 1986.  The Company was organized primarily 
to acquire general commercial and industrial equipment for lease throughout the 
United States.  The leases have durations of two to five years.  As of April 
30, 1996, the Company had 6,644 direct finance leases outstanding which have an 
average initial term of approximately 37 months, and an average remaining lease 
balance of approximately $2,406.

    On May 23, 1986, ELCOA commenced operations through the issuance of all of 
its outstanding common stock in exchange for approximately $1,000,000 of 
equipment and related leases with its parent, Walnut Equipment Leasing Co., 
Inc. ("Walnut").  The Company has a right of first refusal to purchase new 
equipment and related leases which Walnut wishes to sell under an Option 
Agreement, dated May 23, 1986.  The Option Agreement also provides that the 
Company will pay Walnut an amount equal to 4% of the initial equipment cost as 
a fee, and reimburse any commissions paid to outside independent brokers.   
Walnut will reduce the purchase price by the amount of any funds received 
through advance rentals, prepayments, or security deposits received from the 
lessee of the equipment prior to the assignment of the lease and transfer of 
title to the Company.  ELCOA's primary business purpose differs from Walnut in 
that ELCOA was formed to finance a portfolio of lease contracts and equipment 
while Walnut is primarily engaged in the business of originating, selling, and 
servicing equipment lease contracts.

    Under a Servicing Agreement dated May 23, 1986, (the "Agreement"), Walnut 
performs all invoicing, collection, processing and other administrative 
functions relating to all rentals received on the Company's behalf.  In 
consideration for these services, the Company pays Walnut a monthly servicing 
fee of $6.50 for each lease account administered which is outstanding at the 
end of each calendar month.  Walnut also retains any late charges collected 
under terms of the leases to reimburse it for its legal costs associated with 
collecting delinquent lease balances.  Walnut does not guarantee, either 
conditionally or unconditionally, the collectibility of rentals due from the 
lessees.  In addition, the Company pays Walnut $500 weekly to perform all 
routine bookkeeping and accounting functions.  Management believes these 
transactions are on terms at least as favorable as those that the Company would 
receive from unrelated parties, based on a comparison of the servicing and 
administrative fees charged by non-related lease servicers.

ITEM 2.  PROPERTIES

    ELCOA leases office space and conference room facilities at 501 Silverside 
Road, Wilmington, Delaware.  The lease for this space terminates on August 31, 
1996, has been renewed for an additional one year term, and may be extended 
beyond that date on a month to month basis with 60 days notice by either 
landlord or tenant required to terminate it.

ITEM 3.  LEGAL PROCEEDINGS

    None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    Not required in accordance with General Instruction I to Form 10-K.

                                       1
<PAGE>
<PAGE>3
                                    PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
         STOCKHOLDER MATTERS

    None.

ITEM 6.  SELECTED FINANCIAL DATA


    Not required in accordance with General Instruction I to Form 10-K.

ITEM 7.  MANAGEMENT'S NARRATIVE DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
THREE YEARS ENDED APRIL 30, 1996

    Management's discussion and analysis of financial condition and results of 
operations should be read in conjunction with ELCOA's financial statements and 
notes thereto appearing elsewhere herein.  As regards transactions with 
affiliates, see Note 8 to the Financial Statements.

    ELCOA began operations on May 23, 1986 by the assignment of approximately 
$1,000,000 in equipment and related leases from Walnut in exchange for all of 
ELCOA's outstanding common stock.  During the fiscal years ended April 30, 
1996, 1995, and 1994, new equipment purchases for lease were $6,561,611, 
$7,321,620, and $6,680,452, with earned revenues recognized from direct 
finance leases totaling $2,610,450, $2,945,151, and $3,009,864, respectively.  
Revenues decreased during the fiscal years ended April 30, 1996 and 1995 as a 
result of the decrease in new leases generated during the year and a reduction 
in the amount of leases outstanding in comparison to the prior year.  During 
the three fiscal years ended April 30, 1996 the Company's cost of operations 
were funded from rentals collected.  The increase in cash during the fiscal 
year ended 1996 was attributed to a decrease in equipment purchases.  Cash 
increased during fiscal years ended 1995 and 1994 as a result of increased 
sales of debt securities.

    Lease origination expenses, which represent fees incurred in the 
acquisition of new lease receivables from Walnut, are 4% of the equipment 
costs acquired by ELCOA from Walnut, plus any commissions paid to vendors.  
Such expenses were capitalized during the fiscal years ended April 30, 1996, 
1995 and 1994, respectively.  See Footnote 1 to the Financial Statements for a 
discussion of Financial Accounting Standards Board Statement No. 91 and its 
impact on operations, and for a discussion regarding the expenditures for 
lease origination expenses for the years ended April 30, 1996, 1995 and 1994.

    For the fiscal years ended April 30, 1996, 1995, and 1994, ELCOA incurred 
$972,678, $1,054,460, and $1,031,825 in general and administrative expenses, 
respectively.  Monthly servicing and bookkeeping fees paid to Walnut in the 
amounts of $592,638, $676,228, and $704,522, respectively, were a primary  
component of general and administrative expenses.  The $83,590 decrease from 
the fiscal year ending April 30, 1995 in comparison to the fiscal year ending 
April 30, 1996 is attributable to a reduction in the amount of finance leases 
outstanding (6,644 at April 30, 1996 from 7,964 at April 30, 1995).  This 
decrease corresponds to the $81,782 or 7.8% overall reduction in general and 
administration expenses.  Also included in the general and administrative 

                                       2
<PAGE>
<PAGE>4

expenses were $241,323, $247,561, and $188,209, respectively, of amortization 
of the deferred debt  registration and solicitation expenses, including 
commissions paid on account of sales of Demand and Fixed Rate, Certificates 
(the "Debentures" or "Certificates").  Fees paid to Financial Data, Inc., a 
registered transfer agent and affiliate of the Company, for transfer agent 
services rendered in connection with the Demand, Fixed Rate, and previously 
issued Money Market Thrift Certificates, were $106,589, $99,595, and $105,334 
for the fiscal years ended April 30, 1996, 1995, and 1994, respectively.  See 
also Footnote 8 to the Financial Statements appearing herein.  In the event 
that Walnut should cease operations or be unable to fulfill its obligations in 
originating and servicing of ELCOA's leases, ELCOA's costs to perform these 
services from unaffiliated parties might increase, further increasing the 
operating loss as reported.

    An allowance for doubtful direct finance lease receivables is maintained 
at a level management considers adequate to provide for estimated losses that 
will be incurred in the collection of these receivables.  The allowance is 
increased by provisions charged to operating expenses and reduced by 
chargeoffs.  ELCOA recorded provisions for doubtful lease receivables of 
$957,063, $1,057,634, and $613,907 for the fiscal years ended April 30, 1996, 
1995, and 1994, respectively, resulting from increases in the aggregate amount 
of lease receivables, equipment on lease, or delinquent accounts during these 
fiscal years.  During the twelve month period ended April 30, 1995, ELCOA 
conducted an extensive review of the collectibility of all past due accounts, 
and increased the amount of write-offs in those situations where further legal 
costs in pursuit of collection were considered to be unwarranted.  This 
resulted in an extraordinary level of write-offs of older delinquent accounts 
during the fiscal year ended April 30, 1995.  Write-offs were reduced by 
$525,229 or 41.8% during the current fiscal year ended April 30, 1996.  ELCOA 
believes that its loss experience and delinquency rate are reasonable for its 
operations.  ELCOA's rates charged on its leases tend to be higher than 
industry averages due to the relative lack of competition in small-ticket 
leasing.  The higher rates are intended to offset the increased credit risks 
and processing costs associated with small-ticket leases.  Although ELCOA's 
loss experience over the past five years measured as a percentage of net 
charge-offs to average lease receivables outstanding is consistent with 
industry averages, its delinquency rate is higher than industry averages 
because of its market, i.e. primarily small to medium sized businesses.  In 
addition, delinquent receivable balances which are reported on a contractual 
basis appear higher than industry average because of ELCOA's decision to 
pursue delinquent lessees until all collection efforts have been completely 
exhausted.
   
    During the fiscal years ended April 30, 1996, 1995, and 1994, ELCOA 
incurred $2,399,018, $2,056,162, and $1,937,063, in interest expense, 
respectively, on average debt (including accrued interest thereon) of 
$28,442,700, $25,258,751, and $22,287,797, respectively, based upon the 
amounts of debt outstanding computed on a quarterly basis.  Average interest 
rates on average outstanding debt, including accrued interest, but excluding 
income from interest on excess funds in the amounts of $480,262, $376,233, and 
$166,794, respectively, were 8.4%, 8.1%, and 8.6%, respectively, during these 
periods.  Management attributes its current losses in large part to the 
differential in rates it paid on its excess cash balances in relation to 
interest income earned from these funds while awaiting investment in new 
leases.  During fiscal 1996 and 1995, excess funds were invested in short-term 
U.S. Treasury bills with maturities of three months or less, yielding higher 

                                       3
<PAGE>
<PAGE>5

returns than those previously invested at bank money-market rates.  Management 
made an effort to decrease Certificate sales during fiscal 1996 in an effort 
to minimize the creation of additional excess cash.  As new lease volume 
increases, ELCOA will utilize excess cash to fund new equipment purchases.  
Total debt includes all of the outstanding Demand, Fixed Rate, and Money 
Market Thrift Certificates issued by ELCOA, and accrued interest thereon.
    
    During the fiscal years ended April 30, 1996, 1995, and 1994, ELCOA 
recognized provisions for state income taxes in the amounts of $0, $360, and 
$0, respectively, on its net income (loss).  No provisions for federal income 
taxes were necessary, as a result of the benefit of Walnut's net operating 
loss carryforwards.

    ELCOA's revenue is set at the time a given lease contract is executed.  
Consequently, inflation is not expected to impact revenue subsequent to the 
inception of any given lease.  In addition, inflation does not have a material 
effect on ELCOA's operating expenses as they are fixed based upon the 
Agreement with Walnut.  
   
    Intercompany advances by ELCOA to Walnut, its sole shareholder, have been 
treated as a deduction from equity in ELCOA's balance sheet because of the 
relationship of the parties and the control inherent in that relationship.  
Interest otherwise received by ELCOA from Walnut has been recorded as a 
reduction in the amount due from its parent, and not as interest income in the 
statement of operations.  As a result, the net increase in the amount due from 
parent during the fiscal years ended April 30, 1996, 1995 and 1994 of 
$1,550,239, $1,125,732 and $633,579, respectively, increased the shareholder's 
deficit at each balance sheet date by these respective amounts.
    
    As noted in the Statements of Cash Flows on page 14, sales of Demand and 
Fixed Rate Certificates increased between fiscal years ended April 30, 1994 
and 1995 then decreased during the current fiscal year ended April 30, 1996.  
The $1,363,184 or 12.4% reduction in proceeds during the current year resulted 
from management's efforts to reduce the solicitation of certificate sales in 
light of the Company's excess cash.  The $538,384 or 6.5% decrease in 
certificate redemptions during the fiscal year ended April 30, 1996 is 
attributable to a slight decrease in market rates in general.  Under ELCOA's 
trust indenture agreement, rates were unable to drop accordingly, thereby 
making the rate on ELCOA certificates more attractive.  In the event that 
future redemptions of Certificates exceed future sales of the Certificates to 
be offered, ELCOA may utilize its excess cash to repay such borrowings.  ELCOA 
believes that it has sufficient cash resources to meet its normal operating 
requirements during the fiscal year ending April 30, 1997.

    To the extent that ELCOA is able to obtain funds either through future 
sales of Certificates or from other sources at fixed interest rates, inflation 
will have no impact over the term of any given borrowing.  However, to the 
extent that the borrowings would be at variable interest rates, inflation may 
have a significant adverse impact on ELCOA's operations through increased 
costs of borrowing.  The increased reliance on variable rate borrowings 
resulting from sales of the Certificates subjects ELCOA to increased exposure 
to inflation because of the risk of increased interest rates.  Inflation has 
not had any material effect on ELCOA's operations and financial conditions 
during the three fiscal years ended April 30, 1996.


                                       4
<PAGE>
<PAGE>6
   
<TABLE>
<CAPTION>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements.                                      Page
                                                                    ----
<S>                                                                <C>
Independent Auditor's Report.                                        6-7

Balance Sheets as of April 30, 1996 and 1995.                        8-9

Statements of Operations for the years ended April 30,              10
1996, 1995 and 1994.

Statement of Changes in Shareholder's Equity (Deficit) for 
the years ended April 30, 1996, 1995 and 1994.                      11-12


Statements of Cash Flows for the years ended April                  13-14
30, 1996 and 1995, and 1994.

Notes to Financial Statements                                       15

</TABLE>
See Item 14 on page 24 for Index of Financial Statement Schedules






























                                       5
<PAGE>
<PAGE>7

                          INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholder
of Equipment Leasing Corporation of America

We have audited the accompanying balance sheets of Equipment Leasing 
Corporation of America (a wholly-owned subsidiary of Walnut Equipment Leasing 
Co., Inc.) as of April 30, 1996 and 1995 and the related statements of 
operations, changes in shareholder's equity and cash flows for each of the 
three years in the period ended April 30, 1996.  These financial statements 
are the responsibility of the Company's management.  Our responsibility is to 
express an opinion on these financial statements based on our audits.

The accompanying financial statements have been prepared from the separate 
records maintained by Equipment Leasing Corporation of America.  However, 
these may not necessarily be indicative of the financial condition that would 
have existed or the results of operations if the Company had been operated as 
an unaffiliated entity.  As discussed in Note 8 to the financial statements, 
certain expenses represent allocations made from or transactions with related 
parties.  

We conducted our audits in accordance with generally accepted auditing 
standards.  These standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  An audit 
also includes assessing the accounting principles used and significant 
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable basis 
for our opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Equipment Leasing Corporation 
of America as of April 30, 1996 and 1995 and the results of its operations and 
its cash flows for each of the three years in the period ended April 30, 1996 
in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that 
Equipment Leasing Corporation of America will continue as a going concern, and 
accordingly, contemplate the realization of assets and liquidation of 
liabilities in the ordinary course of business.  As discussed in Note 1 to the 
financial statements, the Company has suffered recurring losses.  In addition, 
our opinion dated July 1, 1996 on the consolidated financial statements of 
Walnut Equipment Leasing Co., Inc. (parent of the company) and subsidiaries 
contained an explanatory paragraph which discussed the substantial doubt about 
Walnut Equipment Leasing Co., Inc.'s ability to continue as a going concern 
which raises an uncertainty as to the realization of the receivable from its 
parent company.  These uncertainties raise substantial doubt about the 
entity's ability to continue as a going concern.  Management's plans in regard 
to these matters are also discussed in Note 1.  The financial statements do 
not include any adjustments that might result from the outcome of these 
uncertainties.



                                    6
<PAGE>
<PAGE>8

As described in Note 9 to the financial statements, Equipment Leasing 
Corporation of America has restated the above mentioned financial statements  
to reflect the amount due from parent as a deduction from shareholder's equity 
rather than an asset and to reflect the interest income earned as a reduction 
to the amount due from parent rather than interest income in the statement of 
operations.

/s/  Cogen Sklar LLP
COGEN SKLAR LLP

Bala Cynwyd, Pennsylvania
July 1, 1996, except for Note 9
as to which the date is May 27, 1997











































                                       7
<PAGE>
<PAGE>9
<TABLE>

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (a Wholly-Owned Subsidiary of
                      Walnut Equipment Leasing Co., Inc.)
                                 BALANCE SHEETS
                               -----------------
<CAPTION>

                                                  (Restated)
                                                As of April 30,
                                           1996                    1995
                                    -----------             -----------
<S>                                 <C>                     <C>
      ASSETS

Direct finance leases:
      Aggregate future amounts
       receivable under lease
       contracts                    $16,667,226             $17,267,612
      Estimated residual value
       of equipment                   1,577,174               1,831,613
      Initial direct costs, net         393,897                 414,426
Less:
      Unearned income under
       lease contracts              ( 3,347,395)            ( 3,587,139)
                                    -----------             -----------

                                     15,290,902              15,926,512
      Advance payments              (   516,658)            (   528,314)
                                    -----------             -----------

                                     14,774,244              15,398,198
      Allowance for doubtful
       lease receivables            ( 1,751,521)            ( 1,526,287)
                                    -----------             -----------

                                     13,022,723              13,871,911
Cash and cash equivalents             9,260,482               8,908,798
Other assets(includes $336,392 and
 $331,180 paid to related parties)      452,783                 423,511
                                    -----------             -----------

      TOTAL ASSETS                  $22,735,988             $23,204,220
                                    ===========             ===========


</TABLE>







                             SEE ACCOMPANYING NOTES
                                       8
<PAGE>
<PAGE>10
<TABLE>

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (a Wholly-Owned Subsidiary of
                      Walnut Equipment Leasing Co., Inc.)
                          BALANCE SHEETS - (continued)
                               -----------------
<CAPTION>

                                                  (Restated)
                                                As of April 30,
                                            1996                    1995
                                     -----------             -----------
<S>                                  <C>                     <C>
      LIABILITIES

Amounts payable to
 equipment suppliers                 $     8,749             $     8,749
Accrued expenses and 
 security deposits                        65,809                  72,289
Demand, Fixed Rate, and
 Money Market Thrift
 Certificates(includes $183,805
 and $174,907 held by
 related parties)                     26,407,959              24,521,875
Accrued interest                       2,767,158               2,326,708
                                     -----------             -----------

                                     29,249,675               26,929,621
                                     -----------             -----------

      SHAREHOLDER'S DEFICIT

Common Stock $1 par value,
 1,000 shares authorized,
 issued and outstanding                    1,000                   1,000
Variable Rate Cumulative
 Prefered Stock, Series A, $1
 par value, 50,000 shares
 authorized, none issued                     ---                     ---
Additional paid - in capital             999,000                 999,000
Due from parent                      ( 4,582,407)            ( 3,032,168)  
Accumulated Deficit                  ( 2,931,280)            ( 1,693,233)
                                     -----------             -----------

                                     ( 6,513,687)            (3,725,401)
                                     -----------             -----------

      TOTAL LIABILITIES AND
      SHAREHOLDER'S DEFICIT          $22,735,988             $23,204,220
                                     ===========             ===========

</TABLE>




                             SEE ACCOMPANYING NOTES
                                       9
<PAGE>
<PAGE>11
<TABLE>

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A Wholly-Owned Subsidiary of
                      Walnut Equipment Leasing Co., Inc.)
                            STATEMENTS OF OPERATIONS
                        --------------------------------
<CAPTION>

                                                  (Restated)
                                         For the Years Ended April 30,

                                        1996            1995            1994
                                 -----------      ----------      ----------
<S>                              <C>              <C>             <C>
Revenue:

Income earned under
  direct finance lease
  contracts                      $ 2,610,450      $2,945,151      $3,009,864
                                 -----------      ----------      ----------
                                                                               
Costs and expenses:

Interest expense, net of
  interest income of $480,262,
  $376,233 and $166,794,
  respectively                     1,918,756       1,679,929       1,770,269
General and administrative
  expenses (includes
  $881,382, $946,465 and $934,695,
  respectively, paid to related 
  parties)                           972,678       1,054,460       1,031,825
Provision for doubtful
  lease receivables                  957,063       1,057,634         613,907
                                 -----------      ----------      ----------

Total costs and expenses           3,848,497       3,792,023       3,416,001
                                 -----------      ----------      ----------

Loss before provision
   for state income taxes         (1,238,047)       (846,872)       (406,137)

Provision for state income taxes         ---             360             ---
                                 -----------      ----------      ----------

Net Loss                         $(1,238,047)     $( 847,232)     $( 406,137)
                                 ===========      ==========      ==========


</TABLE>





                              SEE ACCOMPANYING NOTES
                                        10
<PAGE>
<PAGE>12
<TABLE>
                                       EQUIPMENT LEASING CORPORATION OF AMERICA
                                            (A Wholly-Owned Subsidiary of
                                         Walnut Equipment Leasing Co., Inc.)
                                STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (DEFICIT)
                                                      (Restated)
<CAPTION>
                        Common Stock
                      ($1.00 Par Value)
                        1,000 shares                      
                         Authorized        Additional                                      Total
                        No. of shares       Paid-In      Due From        Accumulated       Shareholder's
                      Issued    Amount      Capital       Parent           Deficit         Equity(Deficit)
                      ------    ------     ----------   -----------      ------------      ---------------
<S>                   <C>       <C>        <C>          <C>              <C>               <C>
Balance,
April 30, 1993,
previously reported    1,000    $1,000     $999,000     $       ---      $  ( 52,715)      $    947,285

Prior Year effect of
restatement of 
interest income
from parent              ---       ---          ---             ---         (387,149)          (387,149)

Reclassification
of net amount due
from parent              ---       ---          ---      (1,272,857)             ---         (1,272,857)
                       -----     -----     --------     -----------      -----------       ------------ 
Balance, May 1, 1993,  
as restated            1,000     1,000      999,000      (1,272,857)        (439,864)          (712,721)

Net Loss for the year
ended April 30, 1994     ---       ---          ---             ---         (406,137)          (406,137)

Reclassification of 
net increase of amount
due from parent          ---       ---          ---        (633,579)             ---           (633,579)
                       -----    ------     --------     -----------      -----------       ------------
Balance,
April 30, 1994         1,000    $1,000     $999,000     $(1,906,436)     $  (846,001)      $ (1,752,437)

</TABLE>
                                                SEE ACCOMPANYING NOTES
                                                          11
<PAGE>
<PAGE>13
<TABLE>
                                       EQUIPMENT LEASING CORPORATION OF AMERICA
                                            (A Wholly-Owned Subsidiary of
                                         Walnut Equipment Leasing Co., Inc.)
                         STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (DEFICIT) - (Continued)
                                                      (Restated)
<CAPTION>
                        Common Stock
                      ($1.00 Par Value)
                        1,000 shares                      
                         Authorized        Additional                                     Total
                        No. of shares       Paid-In      Due From       Accumulated       Shareholder's
                      Issued    Amount      Capital       Parent          Deficit         Equity(Deficit)
                      ------    ------     ----------   -----------     ------------      ---------------
<S>                   <C>       <C>        <C>          <C>             <C>               <C>
Balance,
April 30, 1994         1,000    $1,000     $999,000     $(1,906,436)    $  (846,001)      $ (1,752,437)

Net Loss for the year
ended April 30, 1995     ---       ---          ---             ---        (847,232)          (847,232)

Reclassification of
net increase of amount
due from parent          ---       ---          ---      (1,125,732)            ---         (1,125,732)
                       -----    ------     --------     -----------     -----------       ------------

Balance,
April 30, 1995         1,000     1,000      999,000      (3,032,168)     (1,693,233)        (3,725,401)

Net Loss for the year
ended April 30, 1996     ---       ---          ---             ---      (1,238,047)        (1,238,047)

Reclassification of
net increase of amount
due from parent          ---       ---          ---      (1,550,239)            ---         (1,550,239)
                       -----    ------     --------     -----------     -----------       ------------

Balance,
April 30, 1996         1,000    $1,000     $999,000     $(4,582,407)    $(2,931,280)      $ (6,513,687)
                       =====    ======     ========     ===========     ===========       ============
</TABLE>
                                                SEE ACCOMPANYING NOTES
                                                          12
<PAGE>
<PAGE>14
<TABLE>

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                      WALNUT EQUIPMENT LEASING CO., INC.)
                            STATEMENTS OF CASH FLOWS
                              -------------------
<CAPTION>

                                                      (Restated)
                                             For the Years Ended April 30,
                                          1996             1995           1994
                                    -----------     -----------    -----------
<S>                                 <C>              <C>            <C>
OPERATING ACTIVITIES

Net Loss                            $(1,238,047)     $(847,232)      $(406,137)
Adjustments to reconcile
   net loss to net cash
   provided by operating activites:
 Amortization of                     
   deferred debt expenses              241,323         247,561         188,209
 Provision for doubtful
   lease receivables                   957,063       1,057,634         613,907
Effects of Changes
 in other operating items:
 Accrued expenses                      ( 6,480)        (26,820)        (22,691)
 Accrued interest                      440,450         232,378         422,646
 Other assets (net)                   (270,595)       (232,922)       (252,895)
                                    ----------      -----------    -----------
Net cash provided by
  operating activities                 123,714          430,599        543,039
                                    ----------      -----------    -----------

INVESTING ACTIVITIES

Excess of cash received
  over lease income recorded         6,263,312        6,447,111      6,207,106
Increase in
 advance payments                      190,424          179,692        119,765
Purchase of equipment
  for direct finance leases         (6,561,611)      (7,321,620)    (6,680,452)
                                    ----------      -----------    -----------

Net cash used in
  investing activities               $(107,875)       $(694,817)     $(353,581)
                                    ----------      -----------    -----------

</TABLE>







                             SEE ACCOMPANYING NOTES
                                       13
<PAGE>
<PAGE>15
<TABLE>

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                      WALNUT EQUIPMENT LEASING CO., INC.)
                     STATEMENTS OF CASH FLOWS - (continued)
                              -------------------
<CAPTION>

                                                       (Restated)
                                             For the Years Ended April 30,

                                          1996            1995           1994
                                    ----------     -----------    -----------
<S>                                 <C>            <C>            <C>
FINANCING ACTIVITIES

Proceeds from issuance
  of Demand and Fixed Rate
  Certificates                      $9,620,233     $10,983,417    $9,267,808
Net advances to parent              (1,550,239)     (1,125,732)     (633,579)
Redemption of Demand, Fixed
  Rate, and Money Market 
  Thrift Certificates               (7,734,149)     (8,272,533)   (5,498,321)
                                    ----------     -----------    ----------
Net cash provided by
  financing activities                 335,845       1,585,152     3,135,908
                                    ----------     -----------    ----------

Increase in 
  Cash and Cash Equivalents            351,684       1,320,934     3,325,366
Cash and Cash Equivalents, 
  Beginning of Year                  8,908,798       7,587,864     4,262,498
Cash and Cash Equivalents,          ----------     -----------    ----------
  End of Year                       $9,260,482      $8,908,798    $7,587,864
                                    ==========     ===========    ==========

</TABLE>

    















                             SEE ACCOMPANYING NOTES
                                       14
<PAGE>
<PAGE>16
                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                      WALNUT EQUIPMENT LEASING CO., INC.)
                         NOTES TO FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

    ORGANIZATION AND NATURE OF OPERATIONS: 

    Equipment Leasing Corporation of America ("ELCOA") was incorporated as a 
Delaware corporation on May 6, 1986 and commenced operations on May 23, 1986.  
ELCOA is a  wholly-owned subsidiary of Walnut Equipment Leasing Co., Inc. 
("WALNUT"), a Delaware corporation.  ELCOA was formed primarily to purchase 
general commercial equipment for lease throughout the United States, utilizing 
the proceeds of sale of certain debentures referred to as "Demand, Fixed Rate, 
or Money Market Thrift Certificates."  See Note 6.

BASIS OF FINANCIAL STATEMENT PRESENTATION

    The financial statements of the Company have been prepared on a going 
concern basis, which contemplates the realization of assets and satisfaction of 
liabilities in the normal course of business.  Acccordingly, the financial 
statements do not include any adjustments relating to the recoverability of 
recorded assets, or the amount of liabilities that many be necessary should the 
Company be unable to continue in the normal course of business.
   
    During the years ended April 30, 1996, 1995 and 1994, the Company incurred 
losses of $1,238,047, $847,232 and $406,137, respectively, and reported 
accumulated deficits of $2,931,280 and $1,693,233 at April 30, 1996 and 1995, 
respectively.  The independent auditor's report for Walnut for each of the 
three years ended April 30, 1996 contained an explanatory paragraph which 
indicated that Walnut has suffered recurring losses from operations and has a 
shareholder's deficit that raise substantial doubt about that entity's ability 
to continue as a going concern.  As a result of the transactions between the 
Company and Walnut in the ordinary course of business, including but not 
limited to advances to Walnut which are not restricted as to their intended 
use, a receivable from Walnut is reflected on the Company's balance sheet as a 
reduction of shareholder's equity and not as an asset because of the 
relationship of the parties, the control inherent in that relationship, and the 
terms of the intercompany agreement.  Walnut's ability to continue as a going 
concern raises an uncertainty as to the realization of the Company's receivable 
from its parent company.

    The management of Walnut has initiated certain measures to refine its 
marketing strategy during the fiscal year ended April 30, 1996 that it believes 
may result in an increase in the levels of new leases to be generated in the 
future.  Walnut must increase the level of new leases and control its costs of 
lease origination and administration in order to reduce its operating expenses 
to continue as a going concern and to repay the balance of any intercompany 
advances in the ordinary course of business.
    
    Management believes that should Walnut cease operations or be unable to 
fulfill its obligations in the organization and servicing of the Company's 
leases, that the Company could purchase leases of similar term and cost from 
outside sources and could service its leases by contracting with outside 
entities.  In addition, the Company has financed, and anticipates that it will 
continue to finance its new business primarily from the proceeds its sale of 

                                       15
<PAGE>
<PAGE>17

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                      WALNUT EQUIPMENT LEASING CO., INC.)
                         NOTES TO FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  (Continued)

certificates, as well as from rentals received from lease contracts 
outstanding.  Management believes that its cash flow through the sale of 
securities, anticipated renewal of existing indebtedness and collections from 
outstanding lease receivables will be adequate to meet operating needs during 
the ensuing year.

    LEASE ACCOUNTING:

    ELCOA is in the business of leasing commercial equipment which is 
specifically acquired for each lease.  For financial reporting purposes, ELCOA 
primarily uses the direct financing method and records at the inception of the 
lease (a) the estimated unguaranteed residual value of the leased equipment and 
the aggregate amount of rentals due under the lease as the gross investment in 
the lease and (b) the unearned income arising from the lease, represented by 
the excess of (a) over the cost of the leased equipment.  The unearned income 
is recognized as income over the term of the lease on the effective (or 
interest) method in accordance with the requirements of Statement of Financial 
Accounting Standards No. 91 "Accounting for Non Refundable Fees and Costs 
Associated with Originating or Acquiring Loans and Initial Direct Costs of 
Leases"   ("SFAS 91").  In addition, under this method a portion of the initial 
direct costs as defined by SFAS 91 ($252,370, $281,531, and $256,940 for the 
years ended April 30, 1996, 1995 and 1994, respectively) are accounted for as 
part of the Investment in Direct Financing Leases.  These expenses are 4% of 
the original equipment cost.  Unearned income is earned and initial direct 
costs are amortized to reduce income using the effective method over the terms 
of each respective lease.

    USE OF ESTIMATES

    The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the amounts reported in the financial statements and 
accompanying notes.  Although these estimates are based on management's 
knowledge of current events and actions it may undertake in the future, they 
may ultimately differ from actual results.

    ESTIMATED RESIDUAL VALUES OF EQUIPMENT UNDER DIRECT FINANCE LEASES:

    ELCOA generally offers an option to purchase the leased equipment upon 
expiration of the lease term at its then fair market value (usually not less 
than 10% of the original equipment cost).  Residual value of this equipment is 
generally established at the purchase option price offered.







                                       16
<PAGE>
<PAGE>18

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                      WALNUT EQUIPMENT LEASING CO., INC.)
                         NOTES TO FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  (Continued)


    ALLOWANCE FOR DOUBTFUL LEASE RECEIVABLES:

    An allowance for doubtful direct finance lease receivables is maintained at 
a level considered adequate to provide for estimated losses that will be 
incurred in the collection of delinquent lease receivables.  The allowance is 
increased by provisions charged to operating expense and reduced by charge-offs 
based upon a periodic evaluation, performed at least quarterly, of delinquent 
finance lease receivables.  Charge-offs totaled $731,829, $1,257,058, $496,088 
for the years ended April 30, 1996, 1995 and 1994, respectively.

    INCOME TAXES:

    ELCOA computes and records income taxes currently payable based upon the 
determination of taxable income using the "operating method" for all leases, 
which is different from the method used for financial statement purposes (as 
described above).  Under the "operating method", ELCOA reports as income the 
amount of rentals received and deducts the appropriate amount of depreciation 
of the equipment over its estimated useful life.

    The Company utilizes an asset and liability approach to financial 
accounting and reporting for income taxes.  Deferred income tax assets and 
liabilities are computed annually for differences between the financial 
statement and tax bases of assets and liabilities that will result in taxable 
or deductible amounts in the future based on enacted tax laws and rates 
applicable to the periods in which the differences are expected to affect 
taxable income.  Valuation allowances are established when necessary to reduce 
deferred tax assets to the amount expected to be realized.  Income tax expense 
is the tax payable or refundable for the period plus or minus the change during 
the period in deferred tax assets and liabilities.

    The net deferred tax asset as of April 30, 1996 and 1995 includes deferred 
tax assets (liabilities) attributable to the following temporary deductible 
(taxable) differences:















                                       17
<PAGE>
<PAGE>19

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                       WALNUT EQUIPMENT LEASING CO. INC.)
                         NOTES TO FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  (Continued)

<TABLE>
<CAPTION>

                                                  1996              1995
                                            ----------        ----------
         <S>                                <C>               <C>
         Operating lease method vs. 
           direct financing method          $1,467,000        $1,576,000
         Provisions for doubtful 
           lease receivables                   472,000           341,000
         Other                                 (32,000)          (34,000)
                                            ----------        ----------
         Net deferred tax asset              1,907,000         1,883,000
         Valuation allowance                (1,907,000)       (1,883,000)
                                            ----------        ----------
         Net deferred tax asset 
           after valuation allowance        $      ---        $      ---
                                            ==========        ==========
</TABLE>

    A valuation allowance was considered necessary since it is more likely 
than not that the Company will not realize the tax benefits of the deductible 
differences.  There was no cumulative effect on income for prior years upon 
the adoption of SFAS 109, for the year ended April 30, 1995 since there was no 
existing deferred tax asset as of May 1, 1994.

    The Company will be included in the consolidated federal income tax return 
of its parent, Walnut Equipment Leasing Co., Inc..  Based on a tax allocation 
agreement, current federal taxes otherwise refundable (payable) under a 
separate company computation will be received from (paid to) its parent.

    For the fiscal years ended April 30, 1996, 1995 and 1994 there was no 
provision for either current or deferred federal income taxes.

    CASH FLOW STATEMENTS:

    The Company considers cash invested in short-term, highly liquid 
investments with original maturities of three months or less to be cash 
equivalents.  At April 30, 1996 and 1995, cash equivalents consisting of U.S. 
Government Securities amounted to $8,098,999 and $6,349,693, respectively. The 
company had no cash equivalents at April 30, 1994. Amounts paid for interest 
for the fiscal years ended April 30, 1996, 1995 and 1994 were $1,996,122, 
$1,898,734, and $1,549,217, respectively.  Amounts paid for income taxes for 
the fiscal years ended April 30, 1996, 1995, and 1994 were $0, $0, and $411, 
respectively. 




                                       18
<PAGE>
<PAGE>20

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                      WALNUT EQUIPMENT LEASING CO., INC.)
                         NOTES TO FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:  (Continued)

    CONCENTRATION OF CREDIT RISK:

    The concentration of credit risk is limited since the Company's small 
ticket lease portfolio varies widely as to the diversity of equipment types, 
lessees, and geographic location.

2.  AGGREGATE FUTURE AMOUNTS RECEIVABLE UNDER LEASE CONTRACTS:

Receivables under direct finance lease contracts at April 30, 1996 are due as 
follows:
<TABLE>
<CAPTION>

              Year ending
               April 30,                Amount
              -----------          -----------
              <S>                  <C>
               1997                $ 9,133,987
               1998                  4,700,261
               1999                  2,110,727
               2000                    528,198
               2001 & beyond           194,053
                                   -----------
                                   $16,667,226
                                   ===========
</TABLE>

3.  OTHER ASSETS:

    Other assets of $452,783 and $423,511 at April 30, 1996 and 1995, 
respectively, include $452,495 and $423,223 in deferred expenses, net of 
accumulated amortization, representing costs directly related to ELCOA's 
registration and sale of Demand, Fixed Rate, and Money Market Thrift 
Certificates.  Such expenses are being amortized on a straight-line basis over 
the estimated average lives of the debt issued, and to be issued under the 
registration statement.  Amortization of deferred expenses charged to income 
during the years ended April 30, 1996, 1995 and 1994, were $241,323, $247,561, 
and $188,209, respectively, which includes commissions paid for sale of these 
certificates.

4.  AMOUNTS PAYABLE TO EQUIPMENT SUPPLIERS

    Amounts payable to equipment suppliers in the amount of $8,749 as of April 
30, 1996 and 1995 represents holdbacks from suppliers of equipment as 
additional security for performance by the underlying lessee on the related 
lease contract, and are payable at the termination of the contracts based upon 
the lessee's compliance with terms of the lease contract.


                                       19
<PAGE>
<PAGE>21

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                      WALNUT EQUIPMENT LEASING CO., INC.)
                         NOTES TO FINANCIAL STATEMENTS

5.  INCOME TAXES

    ELCOA will file a consolidated Federal income tax return with its parent, 
Walnut.  ELCOA has made no provision for Federal income tax expense for the 
years ended April 30, 1996, 1995 and 1994 due to the benefit of Walnut's net 
operating loss carryforwards.

    ELCOA has provided for $0, $360, and $0 in state income tax expense for the 
fiscal years ended April 30, 1996, 1995 and 1994, respectively.

6.  DEMAND, FIXED RATE, AND MONEY MARKET THRIFT CERTIFICATES

    The Demand, Fixed Rate, and Money Market Thrift Certificates outstanding at 
April 30, 1996 bear interest at rates ranging from 7.0% to 12.75%, and are due 
as follows:
<TABLE>
<CAPTION>
                Year ending
                 April 30,                   Amount
                -----------             -----------
                  <S>                   <C>
                   1997                 $15,203,974
                   1998                   3,934,697
                   1999                   2,815,391
                   2000                   1,759,532
                   2001 & beyond          2,694,365
                                        -----------
                                        $26,407,959
                                        ===========
</TABLE>
    Included in the amounts due in the year ended April 30, 1997 are $1,331,985 
of certificates payable on demand.  The accrued interest of $2,767,158 at April 
30, 1996 is payable upon demand.

7.  CAPITALIZATION

    On May 23, 1986, ELCOA issued all of its authorized shares of common stock 
(1,000 shares, $1.00 par value per share) in exchange for certain lease assets 
from Walnut. These shares are fully paid and nonassessable.  ELCOA has also 
authorized the issuance of 50,000 shares of preferred stock, $1.00 par value. 
At April 30, 1996, no shares of preferred stock have been issued.

8.  TRANSACTIONS WITH RELATED PARTIES

    Welco Securities, Inc. ("Welco"), a registered broker/dealer and affiliate 
of ELCOA, has been engaged as underwriter to sell certain debt securities to 
the public.  Under the terms of the agreement with Welco, ELCOA pays a 
commission to Welco of between 0.2% and 8.0% of the sale price of securities 
sold by Welco on ELCOA's behalf, depending upon the term of each cerificate 
sold. ELCOA also reimburses Welco for its out-of-pocket costs associated with 


                                       20
<PAGE>
<PAGE>22

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                      WALNUT EQUIPMENT LEASING CO., INC.)
                         NOTES TO FINANCIAL STATEMENTS


8.  TRANSACTIONS WITH RELATED PARTIES  (Continued)

the offering of these securities.  ELCOA amortizes the commissions paid to 
Welco over the term of the certificates.  Reimbursements for costs and 
commissions paid to Welco for the years ended April 30, 1996, 1995 and 1994, 
were $182,155, $170,642, and $165,581, respectively.

    Outstanding Demand, Fixed Rate, and Money Market Thrift Certificates 
including accrued interest, held by the President, members of his family or 
companies in which he is the majority shareholder were $192,264 and $181,921 at 
April 30, 1996 and 1995, respectively.
   
    Walnut, ELCOA's parent, has been engaged to perform certain lease 
origination functions (i.e. marketing, credit investigation, and documentation 
processing) on behalf of ELCOA, for which it will be paid an amount equal to 
four percent (4%) of the gross equipment purchased by ELCOA for lease.  See 
Footnote 1 to the Financial Statements.  Since ELCOA has the right of selecting 
which leases it is willing to purchase from Walnut, it has not given Walnut the 
pre-approved authority to secure leases on its behalf.  During the fiscal years 
ended April 30, 1996, 1995, and 1994 these origination costs totaled $252,370, 
$281,531, and $256,940, respectively, which includes reimbursement for 
commissions paid to outside lease brokers.  During the years ended April 30, 
1996, 1995, and 1994, these costs were capitalized in accordance with SFAS No. 
91.  In addition, Walnut receives $6.50 per month per outstanding lease for 
performing certain administrative functions for ELCOA, mainly, invoicing of 
monthly rentals, collection of lease receivables and residual values, 
management guidance, personnel, financing, and the furnishing of office and 
computer facilities.  Walnut also retains any late charges assessed delinquent 
lessees as reimbursement for the legal costs of collection.  ELCOA also pays 
Walnut $500 per week for routine bookkeeping functions performed on ELCOA's 
behalf.  Servicing fees and bookkeeping charges paid Walnut for the years ended 
April 30, 1996, 1995 and 1994, were $592,638, $676,228, and $704,522, 
respectively.  As of April 30, 1996, the amount due ELCOA by Walnut of 
$4,582,407 represents funds previously advanced to Walnut for general corporate 
purposes included but not limited to purchase of equipment for lease and funds 
necessary to maintain Walnut's operations.  There are no restrictions on 
Walnut's use of funds received from intercompany advances.  Walnut has agreed 
to pay interest on these outstanding advances, at the prime rate of interest 
plus 2%, which amounted to $536,334, $365,438, and $207,231 for the fiscal 
years ended April 30, 1996, 1995 and 1994, respectively.  These amounts are not 
reflected in the statement of operations but rather were recorded as reductions 
to the intercompany receivable, because of the relationship of the parties, the 
control inherent in that relationship, and the terms of the intercompany 
agreement, and the accounting for parent company advances as a reduction of 
shareholder's equity.
    
    The law firm of William Shapiro, Esq., P.C. has been engaged by Walnut 
Equipment Leasing Co., Inc. to collect overdue delinquent receivables 90 days 
or longer in arrears, on a contingency basis, and was reimbursed by Walnut for 

                                       21
<PAGE>
<PAGE>23


                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                      WALNUT EQUIPMENT LEASING CO., INC.)
                         NOTES TO FINANCIAL STATEMENTS


8.  TRANSACTIONS WITH RELATED PARTIES  (Continued)

costs and expenses incurred in these efforts.  No  expenses were incurred by 
ELCOA during the fiscal years ended April 30, 1996, 1995, and 1994.  Under 
terms of the servicing agreement between Walnut and ELCOA, Walnut retained late 
charges in the approximate amounts of $388,000, $390,000, and $368,000 for the 
three fiscal years ended April 30, 1996, 1995 and 1994, respectively, to offset 
Walnut's contracted obligation for collection and litigation costs paid or 
incurred on ELCOA's behalf.  Neither Kenneth nor William Shapiro, attorneys 
associated with the firm, received any compensation for services rendered by 
the law firm nor does the law firm report any net income from these activities. 
For the three fiscal years ended April 30, 1996, the relationship between 
amounts recovered by the law firm from delinquent lease receivables (on a 
consolidated basis for Walnut and ELCOA) and the costs paid the law firm by 
Walnut to reimburse it for these efforts was as follows: 

                                     For The Three Fiscal Years Ended April 30,
                                     ------------------------------------------
                                           1996            1995            1994
                                     ----------      ----------      ----------
Amounts Collected and Remitted 
by The Law Firm from Delinquent
Lease Receivables                    $1,508,000      $1,379,000      $1,626,000
-------------------------------------------------------------------------------

Amounts Paid to the Law Firm by
Walnut For Legal Collection Efforts  $  407,160      $  354,783      $  342,186

    Financial Data, Inc., a registered transfer agent and affiliate of ELCOA, 
performs all transfer agent duties and disburses all interest payments on 
behalf of ELCOA. Financial Data, Inc., is paid monthly, pursuant to its 
agreement with ELCOA, an amount equal to $2.00 per certificate holder per 
month, along with $1.00 per each certificate issued  or redeemed during the 
month, or a minimum monthly charge of $1,000, whichever is greater.  Prior to 
January 1, 1994, the charges were $2.50 monthly per account, and $2.00 per 
certificate issued or redeemed.  For the years ended April 30, 1996, 1995 and 
1994, these expenses totaled $106,589, $99,595, and $105,334, respectively.
   
9.  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

    Subsequent to the issuance of ELCOA's financial statements for the fiscal 
year ended April 30, 1996, ELCOA recognized the necessity to reclassify the 
amounts due from parent as a deduction from shareholder's equity rather than an 
asset.  In addition, the interest income earned on the receivable was restated 
as a reduction to the intercompany receivable, rather than income in the 
statements of operations.  The effect of this restatement decreased assets and 
shareholder's equity by $6,078,559 and $3,991,986 as of April 30, 1996 and 
1995, respectively.  Accordingly, the previously reported statements of 

                                       22
<PAGE>
<PAGE>24

                    EQUIPMENT LEASING CORPORATION OF AMERICA
                         (A WHOLLY-OWNED SUBSIDIARY OF
                      WALNUT EQUIPMENT LEASING CO., INC.)
                         NOTES TO FINANCIAL STATEMENTS


9.  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued)

operations for the fiscal years ended April 30, 1996, 1995 and 1994 have been 
restated as follows:


                                   For the Fiscal Years Ended April 30,
                                        1996         1995         1994
                                        ----         ----         ----

Net Loss as Previously Reported    $  (701,713)   $(481,794)  $ (198,906)

Effect of Restatement of
  Interest Income From Parent         (536,334)    (365,438)    (207,231)
                                   -----------    ---------   ----------
Net Loss as Restated               $(1,238,047)   $(847,232)  $ (406,137)
                                   ===========    =========   ==========


    As a result of this restatement, beginning Accumulated Deficit at April 30, 
1993 has been restated to reflect an adjustment of $387,149 resulting in a 
restated Accumulated Deficit of $439,864.
    



























                                       23
<PAGE>
<PAGE>25

                              Part II (continued)

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

    None.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    Not required in accordance with General Instruction I to Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

    Not required in accordance with General Instruction I to Form 10-K.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    Not required in accordance with General Instruction I to Form 10-K.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    Not required in accordance with General Instruction I to Form 10-K.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 10-K

a)  1.  FINANCIAL STATEMENTS
   
<TABLE>
    Included in Part II of this report:
<CAPTION>
                                                                   Page
                                                                   ----
<S>                                                                <C>
        Independent Auditor's Reports                               6-7
        Balance Sheets                                              8-9
        Statements of Operations                                   10
        Statement of Changes in Shareholder's Equity (Deficit)     11-12
        Statements of Cash Flows                                   13-14
        Notes to Financial Statements                              15

    2.  FINANCIAL STATEMENT SCHEDULE

    (a) Report on Schedule.                                        29

    (b) Schedule VIII - Valuation and Qualifying Accounts.         30

</TABLE>
    



                                       24
<PAGE>
<PAGE>26

All other schedules for which provisions are made in the applicable
regulation of the Securities and Exchange Commission have been omitted because 
they are not required under the related instructions or are inapplicable.

    3.   EXHIBITS

    3.1 -  Articles of Incorporation, incorporated by reference to Exhibit 3.1 
           to Form 10-K filed by the registrant for the period ended April 30, 
           1987 (File No. 33-6259, Filed On July 28, 1987.)

    3.2 -  By-Laws, as amended, incorporated by reference to Exhibit 3.2 to 
           Registrant's Registration Statement on Form S-1. (File No. 33-6259, 
           Filed on June 6, 1986.)

    4.1 -  Specimen of Variable Rate Money Market Demand Thrift Certificate, 
           incorporated by reference to Exhibit 4.1 to Registrant's 
           Registration Statement on Form S-1.  (File No. 33-6259; Filed on 
           September 26, 1986).

    4.2 -  Specimen of Fixed Term Money Market Thrift Certificate, 
           incorporated by reference to Exhibit 4.2 to Registrant's 
           Registration Statement on Form S-1.  (File No. 33-6259; Filed on 
           September 26, 1986).

    4.3 -  Trust Indenture between Registrant and First Valley Bank, Trustee, 
           dated as of August 5, 1986 incorporated by reference to Exhibit 4.3 
           to Registrant's Registration Statement on Form S-1.  (File No. 
           33-6259; Filed August 8, 1986).
 
    4.4 -  Specimen of Variable Rate Cumulative Preferred Stock, Series A 
           Certificate, incorporated by reference to Exhibit 4.4 to 
           Registrant's Registration Statement on Form S-1. (File No. 33-6259; 
           Filed June 6, 1986).

    4.5 -  Certificate of Designation, Relative Rights, Preferences and 
           Limitations of Variable Rate Cumulative Preferred Stock, Series A, 
           incorporated by reference to Exhibit 4.5 of Registrant's 
           Registration Statement on Form S-1.  (File No. 33-6259; Filed June 
           6, 1986).

    4.6 -  First Supplemental Trust Indenture dated as of September 19, 1986 
           between Registrant and First Valley Bank, Trustee, incorporated by 
           reference to Exhibit 4.6 to Registrant's Registration Statement on 
           Form S-1.  (File No. 33-6259; Filed September 26, 1986).

    4.7 -  Specimen of Variable Rate Money Market Demand Thrift Certificate, 
           incorporated by reference to Exhibit 4.5 to Registrant's 
           Registration Statement on Form S-1.  (File No. 33-23211; Filed on 
           July 21, 1988).

    4.8 -  Specimen of Fixed Term Money Market Thrift Certificate incorporated 
           by reference to Exhibit 4.6 to Registrant's Registration Statement 
           on Form S-1. (File No. 33-23211; Filed on July 21, 1988.)




                                       25
<PAGE>
<PAGE>27

    4.9 -  Second Supplement Trust Indenture dated September 20, 1988 between 
           Registrant and First Valley Bank, Trustee, incorporated by reference 
           to Exhibit 4.5 to Registrant's Registration Statement on Form S-1. 
           (File No. 33-23211 Filed July 21, 1988.)

    4.10 - Specimen of Variable Rate Money Market Demand Thrift Certificate 
           incorporated by reference to Exhibit 4.9 to Registrant's 
           Registration Statement on Form S-1. (File No. 33-29703; Filed July 
           10, 1989.)

    4.11 - Specimen of Fixed Term Money Market Thrift Certificate, incorporated 
           by reference to Exhibit 4.16 to Registrant's Registration Statement 
           on Form S-1 (File No. 33-29703; Filed July 10, 1989.)

    4.12 - Third Supplemental Trust Indenture dated as of September 13, 1989 
           between Registrant and First Valley Bank, Trustee, incorporated by 
           reference to Exhibit 4.8 to Registrant's Registration Statement on 
           Form S-1. (File No. 33-29703; Filed July 10, 1989).

    4.13 - Fourth Supplemental Trust Indenture dated as of August 17, 1990 
           between Registrant and First Valley Bank, Trustee, incorporated by 
           reference to Exhibit 4.11 to Registrant's Registration Statement on 
           Form S-2. (File No. 33-35664; Filed July 3, 1990).

    4.14 - Specimen of Demand Certificate (File No. 33-35664; Filed July 3, 
           1990).

    4.15 - Specimen of Fixed Rate Certificate (File No. 33-35664; Filed July 3, 
           1990).

    4.16 - Fifth Supplemental Trust Indenture dated as of August 18, 1993 
           between Registrant and First Valley Bank, Bethlehem, Pennsylvania, 
           Trustee, incorporated by reference to Exhibit 4.14 to Registrant's 
           Registration Statement on Form S-2.  (File No. 33-65814; Filed 
           August 25, 1993.)

    4.17 - Form of Specimen of Demand Certificate; Incorporated by reference to 
           Exhibit 4.15 to Registrant's Registration Statement on Form S-2. 
           (File No. 33-65814; Filed July 9, 1993.)

    4.18 - Form of Specimen of Fixed Rate Certificate; Incorporated by 
           reference to Exhibit 4.16 to Registrant's Registration Statement on 
           Form S-2. (File No. 33-65814; Filed July 9, 1993).

    4.19 - Sixth Supplemental Trust Indenture dated as of May 15, 1996, between 
           Registrant and First Valley Bank, Bethlehem, Pennsylvania, Trustee, 
           incorporated by reference to Exhibit 4.17 to Registrant's 
           Registration Statement on Form S-2. (File No. 333-02497; Filed June 
           4, 1996)

    4.20 - Form of Specimen of Demand Certificate; Incorporated by reference to 
           Exhibit 4.18 to Registrant's Registration Statement on Form S-2. 
           (File No. 333-02497; Filed April 15, 1996)




                                       26
<PAGE>
<PAGE>28

   4.21 - Form of Specimen of Fixed Rate Certificate; Incorporated by 
          reference to Exhibit 4.19 to Registrant's Registration Statement on 
          Form S-2. (File No. 333-02497; Filed April 15, 1996)

   9.     None.

   10.1 - Specimen equipment lease agreement incorporated by reference to 
          Exhibit 10.1 to Registrant's Registration Statement on Form S-1.  
          (File No. 33-6259; Filed June 6, 1986).

   10.2 - Specimen certificate of acceptance from lessee to registrant 
          incorporated by reference to Exhibit 10.2 to Registrant's 
          Registration Statement on Form S-1.  (File No. 33-6259; Filed June 
          6, 1986).

   10.3 - Specimen form of lessee guarantee incorporated by reference to 
          Exhibit 10.3 to Registrant's Registration Statement to Form S-1.  
          (File No. 33-6259; Filed June 6, 1986).

   10.4 - Specimen form of Bill of Sale, and assignment for certain equipment 
          and leases to be purchased by registrant incorporated by reference 
          to Exhibit 10.4 to Registrant's Registration Statement on Form S-1.  
          (File No. 33-6259; Filed June 6, 1986).

   10.5 - Service Contract dated May 23, 1986 between Walnut Equipment Leasing 
          Co., Inc. and Registrant incorporated by reference to Exhibit 10.5 
          to Registrant's Registration Statement on Form S-1.  (File No. 
          33-6259; Filed June 6, 1986).

   10.6 - Escrow agreement between Registrant and Walnut Equipment Leasing 
          Co., Inc. re: Segregation of Funds for the Company's benefit, 
          incorporated by reference to Exhibit 10.6 to Registrant's 
          Registration Statement on Form S-1.  (File No. 33-6259; Filed June 
          6, 1986).

   10.7 - Option Agreement between Registrant and Walnut Equipment Leasing 
          Co., Inc. re:  right of first refusal for future purchases of 
          equipment and related leases, incorporated by reference to Exhibit 
          10.8 to Registrant's Registration Statement on Form S-1.  (File No. 
          33-6259; Filed June 6, 1986).

   11.  - Inapplicable.

   12.  - Inapplicable.

   13.  - Inapplicable.

   18.  - None.

   19.  - None.

   22.  - Inapplicable. See General Instruction I to Form 10K.

   23.  - None.



                                       27
<PAGE>
<PAGE>29

   24.  - Inapplicable.  

   25.  - None.

  *27.1 - Financial Data Schedule.

   28.  - None.

   29.  - Inapplicable.    

  *       Filed with this Form 10-K.



b) Reports on Form 8-K

   (1)  There were no reports filed on Form 8-K during the three months ended 
        April 30, 1996.






































                                       28
<PAGE>
<PAGE>30

                             INDEPENDENT AUDITOR'S
                     REPORT ON FINANCIAL STATEMENT SCHEDULE


    In connection with our audits of the financial statements of Equipment 
Leasing Corporation of America at April 30, 1996 and 1995 and for each of the 
three years in the period ended April 30, 1996, we have also audited the 
financial statement schedule included in the Form 10-K as listed in Item 
14(a)(2).


    In our opinion, the financial statement schedule mentioned above presents 
fairly the information required to be stated therein.


/s/  Cogen Sklar LLP
Cogen Sklar LLP



Bala Cynwyd, Pennsylvania
December 20, 1996

































                                       29
<PAGE>
<PAGE>31

<TABLE>

                    EQUIPMENT LEASING CORPORATION OF AMERICA

                SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS

<CAPTION>
    Column A               Column B     Column C     Column D      Column E
    --------               --------     --------     --------      --------

                                        Additions   Deductions
                          Balance at    ---------   ----------
                           Beginning     Charged      Amounts
                              of         to Costs     Written    Balance at
    Description             Period     and Expenses     Off      End of Period
    -----------           ----------   ------------   --------   -------------

Allowance for Doubtful Lease
Receivables (A)
---------------
<S>                     <C>           <C>           <C>            <C>
For the Fiscal Year 
Ended April 30, 1994    $1,607,892    $  613,907(B) $  496,088(C)  $1,725,711

For the Fiscal
Year Ended April
30, 1995                $1,725,711    $1,057,634(B) $1,257,058(C)  $1,526,287


For the Fiscal
Year Ended April
30, 1996                $1,526,287    $  957,063(B) $  731,829(C)  $1,751,521

<FN>

(A)  Represents estimated losses that will be incurred in the collection of 
     receivables from direct finance leases.

(B)  Provisions for estimated losses calculated on the basis of amounts 
     necessary to provide for anticipated losses on delinquent leases on an 
     impairment basis.

(C)  Write-offs of bad-debts, net of recoveries.

</TABLE>











                                       30
<PAGE>
<PAGE>32
   
                                   SIGNATURES

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

                                    /s/  William Shapiro
                                    ----------------------------------------
                                    William Shapiro, President
                                    EQUIPMENT LEASING CORPORATION OF AMERICA

Date:  May 27, 1997

    Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.

    Name                      Title

/s/  William Shapiro
-----------------------       President, Chief Executive,
William Shapiro               Financial and Accounting Officer

Date:  May 27, 1997

/s/  Kenneth S. Shapiro
-----------------------       Vice-President
Kenneth S. Shapiro

Date:  May 27, 1997

/s/  Lester D. Shapiro
-----------------------       Secretary, Treasurer
Lester D. Shapiro             and Director

Date:  May 27, 1997

/s/  Nathan Tattar
-----------------------       Director
Nathan Tattar

Date:  May 27, 1997

/s/  John B. Orr
-----------------------       Director
John B. Orr               

Date:  May 27, 1997

/s/  Adam Varrenti, Jr.
-----------------------       Director
Adam Varrenti, Jr.

Date:  May 27, 1997