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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

/ X /  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
For the fiscal year ended                                Commission File Number
April 30, 1997                                           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 by check mark whether the registrant has filed all documents and 
reports required to be filed by Section 12, 13 or 15(d) of the Securities Act 
of 1934 subsequent to the distribution of securities under a plan confirmed by 
a court.  / X / Yes   /   / No

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

As of July 31, 1997, 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
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                                     PART I
ITEM 1. BUSINESS

    (a)  GENERAL DEVELOPMENT OF BUSINESS

    ELCOA is a Delaware corporation, incorporated on May 6, 1986 for the 
primary purpose of acquiring general commercial and business equipment for 
lease.  All of the outstanding common stock of ELCOA is owned by Walnut 
Equipment Leasing Co., Inc., a Delaware Corporation ("Walnut"), which has been 
continually engaged in equipment leasing since 1969 (and prior thereto 
commenced business in 1960 through its predecessor).  ELCOA's primary purpose 
is to raise funds necessary to maintain a portfolio of small equipment leases, 
diversified as to type of business user, type of equipment, and geographical 
location, recognizing the income between its rate of return on the investment 
in the leases, less interest and other related expenses of operations.  ELCOA's 
primary business purpose differs from Walnut in that ELCOA was formed to 
finance a portfolio of longer term lease contracts and equipment while Walnut 
is primarily engaged in the business of originating, selling, and servicing 
equipment lease contracts.  Walnut retains leases of short duration, typically 
one year or less, without regard to the credit quality of the leases retained 
or sold.  

    As a result of the inability of ELCOA and Walnut to meet requests for 
redemptions of their respective debt securities on or after July 7, 1997, each 
company filed voluntary petitions for reorganization under Chapter 11 of the 
U.S. Bankruptcy Code in the Eastern District of Pennsylvania on August 8, 1997. 
ELCOA and Walnut are managing their businesses as debtors-in-possession subject 
to the control and supervision of the Bankruptcy Court.  See "Item 1.  
Business-Method of Financing", "Item 3.  Legal Proceedings", and "Item 7.  
Management's Discussion and Analysis of Financial Condition and Results of 
Operations" appearing elsewhere in this Form 10-K.

    (b)  FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

    ELCOA conducts business in only one industry segment, the leasing of 
commercial equipment.  See the Financial Statements included in Item 8 to this 
report. 

    (c)  NARRATIVE DESCRIPTION OF BUSINESS

    ELCOA's principal business is the acquisition of commercial and industrial 
equipment from Walnut for business use which is to be contemporaneously leased 
to credit-worthy lessees.  In order to determine the credit-worthiness of a 
prospective lessee, factors such as time in business, financial strength, 
reports from credit reporting bureaus, and trade references are considered.  
ELCOA acquires the equipment only after leases on the equipment to be purchased 
for lease have been consummated.  Leases are written for periods of two to five 
years for equipment costing $1,000 to $25,000, and only on occasion more than 
$25,000.  The lease agreements entered into between ELCOA or its agents and the 
lessees contemplate the payment of funds sufficient to recover ELCOA's 
investment in the equipment plus a profit over the term of the leases.  The 
lease specifically does not give the lessee any option to purchase the 
equipment.  However, ELCOA has offered the lessee at the expiration of the 
lease the opportunity to purchase the leased equipment at its approximate fair 
market value, which historically has approximated the estimated residual values 
which have been established by ELCOA at the inception of each lease.  The 
recorded residual value ranges from $1 to approximately 10% of the Company's 

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original equipment cost.  Substantially all leased equipment has been sold to 
the lessees at the termination of the leases.  The leases require that the 
lessee maintain and insure the equipment and provide that ELCOA has no 
obligation to repair or maintain the equipment.  The lessee relies solely on 
warranties or services from the vendor or the manufacturer of the equipment.  
In leasing equipment, ELCOA relies principally on the credit of the lessee to 
recapture the cost of equipment rather than the residual value of the 
equipment.  Since the leases are small, it is therefore impractical to conduct 
a physical inspection of the equipment prior to commencement or during use by 
the lessee.  ELCOA therefore relies upon a written certificate of acceptance 
and oral representations by telephone from the lessees regarding the 
conditions, use, and maintenance of the equipment prior to inception of each 
lease.  These leases are commonly referred to as direct finance leases.

    ELCOA has adopted Walnut's standard non-cancellable lease for its direct 
finance leases, the terms and conditions of which vary slightly from 
transaction to transaction.  These leases are commonly referred to as "hell or 
high water", full-payout, or finance leases pursuant to Article 2A of the 
Uniform Commercial Code.  As such, the lessees are unconditionally obligated to 
make monthly rental payments to the Company irrespective of the condition, use 
or maintenance of the equipment under leases, in management's opinion, and have 
no legal or equitable defenses that may be asserted against the Company in the 
event the leased equipment does not properly function.  In substantially all 
cases, the lease states that lessees are obligated to (1) remit all rents due, 
regardless of the performance of the equipment; (2) operate the equipment in a 
careful and proper manner and in compliance with applicable governmental rules 
and regulations; (3) maintain and service the equipment; (4) insure the 
equipment against casualty losses and public liability, bodily injury  and  
property damage; and (5) pay directly or reimburse ELCOA for any taxes 
associated with the equipment, its use, possession or lease except those 
relating to net income derived by ELCOA therefrom. Under terms of the lease 
contract, the lessees are prohibited from assigning or subletting the equipment 
or appurtenant lease to any third party without the express written consent of 
the lessor.  In the event of a default by a lessee, it may declare the entire 
unpaid balance of rentals due and payable immediately and may seize and remove 
the equipment for subsequent sale, release or other disposition.  As of April 
30, 1997, ELCOA had 5,802 direct finance leases which have an average initial 
term of approximately 37 months, with an average remaining lease receivable 
balance of $3,098.  Of these leases, 492 had balances between $6,000 and 
$10,000 with an aggregate balance of $3,618,625 and 208 had balances in excess 
of $10,000 with an aggregate balance of $3,544,342.  Total aggregate leases 
outstanding at April 30, 1997 was $18,409,854.  All leases cover equipment 
leased for commercial use only by businesses throughout the United States.  
None of the equipment leased is intended for use by consumers.  This equipment 
is typically characterized by the leasing industry as "small-ticket" equipment.

    ELCOA, from time to time, may also lease equipment under renewable leases 
which do not contemplate full recovery of ELCOA's original costs during their 
initial one year term.  These leases are referred to as operating leases, 
intended primarily for large corporate and governmental lessees that are 
restricted from entering into leases with terms longer than one year.  The 
leases will be automatically renewed for an additional year, and so on from 
year to year, unless terminated upon ninety days prior written notice.  The 
lessee is granted an option to purchase the equipment for the original invoice 
price less a credit for a portion of the rentals paid.  ELCOA may require 
equipment vendors to repurchase the equipment should the lessee cancel after 

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the initial one year term.  The repurchase price is equal to the original cost 
of the equipment, less a credit for a portion of the rentals received from the 
lessee.  There are no assurances that ELCOA's costs will be recovered.  
Presently, ELCOA has no operating leases and therefore there are no obligations 
whereby a vendor currently is required to repurchase the equipment should the 
lessee cancel after the initial term.

NATURE OF LEASES AND MARKETING

    ELCOA primarily purchases its equipment for lease from Walnut, which in 
turn relies on a variety of equipment vendors located throughout the United 
States, none of which is expected to be responsible for supplying Walnut or 
ELCOA with 5% or more of their equipment purchases.  Management of ELCOA 
believes that the terms of purchase from Walnut are at least as favorable as 
those available from unaffiliated third parties.

    ELCOA believes it will be in a competitive position within its industry 
because of its ability to carry a large number of small equipment leases 
through extensive utilization of electronic data processing by Walnut, under 
its servicing agreement described below.  (See "Servicing Agreement" described 
herein).

    ELCOA concentrates on seeking lessees desiring to lease equipment generally 
costing $25,000 or less under direct finance leases, with terms ranging from 
two to five years, because it believes that there is less competition from 
larger competitors for small leases, and it believes that it can spread the 
risk of loss from defaulted leases over a greater number of lessees.  
Accordingly, no single lessee represents over .8 percent of the outstanding 
lease portfolio. All equipment purchased for lease is solely for use by 
businesses, and not for lease to consumers.  ELCOA estimates the total cost of 
equipment purchased from Walnut for lease comprising 5% or more of the total 
purchases during the twelve months ended April 30, 1997, 1996, and 1995 as 
follows:

                                           April 30,   April 30,   April 30,
INDUSTRY                                     1997        1996        1995
                                           --------    --------    --------
Food/Hospitality Service                      39%         45%         39%
Industrial Equipment                          22%         20%         21%
Auto After Market and Test Equipment          17%          9%         13%
Office Machines and Copiers                    8%         11%          8%
Computers and Peripheral Hardware             ---          5%          7%
Audio Visual and Communications               ---         ---          5%

These amounts vary from year to year, and may not be indicative of future 
purchases. The equipment purchased is primarily newly manufactured equipment, 
but on occasion, ELCOA will purchase used equipment at its then fair market 
value.  The equipment will not be obsolete or have been repossessed from any of 
Walnut's delinquent lessees. The equipment is located throughout the United 
States without undue concentration in any one area.  ELCOA's historical 
experience indicates that the equipment under lease does not become obsolete at 
the conclusion of the lease term.

    ELCOA's lease portfolio is diversified in location throughout the United 
States.  The following is a geographical breakdown of the location of ELCOA's 
equipment at its original, undepreciated cost, less estimated residual value, 
outstanding as of April 30, 1997:
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<TABLE>
<CAPTION>
             Region                  $               %  
         --------------         ------------       -----
         <S>                    <C>                <C>
         New England            $  2,359,156       10.31
         Mid Atlantic              6,370,407       27.84
         Southeast                 4,040,998       17.66
         Midwest                   3,089,098       13.50
         South                     2,116,604        9.25
         Rocky Mountain              533,155        2.33
         West Coast                1,494,208        6.53
         Southwest                 2,878,582       12.58
                                ------------       -----
                                $ 22,882,208       100.0%
                                ============       =====
</TABLE>
    Walnut markets its lease origination program by providing equipment 
manufacturers and dealers with the ability to utilize leasing as a sales tool.  
It approaches equipment manufacturers, dealers and branch outlets with 
promotional programs with the expectation that the ultimate customer will lease 
equipment through Walnut.  Walnut also receives requests from its lessees for 
additional leases of new equipment.  Walnut had previously used regional 
offices, direct mail programs, telemarketing and cooperative mailing efforts 
with certain equipment manufacturers as marketing vehicles all of which have 
been phased out due to poor results in relation to costs associated with these 
efforts.  Walnut believes that it must further modify its marketing efforts to 
attract an increased number of dealers and distributors (i.e. "vendors"), who 
will become aware of the option of using leasing as a sales tool, which in turn 
will increase the generation of new leases by Walnut thereby increasing the 
amount of leases available for purchase by ELCOA.  As of August 11, 1997, 
Walnut maintained a staff of 4 account executives who maintain close 
relationships with the approximately 647 equipment vendors who generate new 
lease applications in any given month.   Walnut rarely entertains lease 
application from outside lease brokers.  The success of Walnut's marketing 
program depends to a large extent on the lease rates offered to its customers; 
these rates in turn depend on competition in the marketplace and on Walnut's 
ability to raise sufficient financing at reasonable rates of interest.

LEASE ORIGINATION AND ADMINISTRATION

    Pursuant to an Option Agreement with Walnut, ELCOA purchases equipment for 
lease from Walnut, in exchange for a fee for such lease origination.  Under 
terms of this arrangement, Walnut provides marketing services, credit 
investigation and processing of all necessary lease documents.  ELCOA purchases 
such equipment only within 90 days of the date on which it is first placed in 
service by the lessee.  The purchase price paid by ELCOA to Walnut is the 
out-of-pocket cost expended by Walnut, without profit, along with a lease 
origination fee. See "Option Agreement."  The criteria for selection of leases 
to be sold are those long-term leases having a minimum term of two years in 
duration.  Title to the equipment is irrevocably transferred to ELCOA at the 
time of settlement for each purchase.  There are no backlog orders for 
equipment purchase commitments.





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OPTION AGREEMENT

    ELCOA has the continuing right of first refusal to purchase newly acquired 
equipment, as well as the related leases, from Walnut when Walnut has equipment 
available to sell.  In consideration of Walnut's marketing, credit, and 
processing department functions (commonly referred to as lease origination 
expenses), for the three fiscal years ended April 30, 1997, ELCOA was charged 
by Walnut a lease origination fee equal to 4% of the initial equipment cost as 
a fee, exclusive of any additional fees paid to independent third party lease 
broker firms.  This agreement continues until terminated by the mutual 
agreement of the parties in writing.  Management is currently reassessing the 
cost of originating new leases which may result in an increase to this fee in 
the future.

    It is intended that all equipment under lease is to be transferred to 
ELCOA, shortly after being placed in service by lessees.  In such case, Walnut 
reduces 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 a lease and transfer of title to ELCOA.

SERVICING AGREEMENT

    Walnut, as ELCOA's agent under a service contract dated May 23, 1986 (the 
"Agreement"), invoices the lessee monthly for any rentals due, rentals in 
arrears, and necessary state or local sales, use, or personal property taxes.  
All monies received by Walnut as agent for ELCOA are segregated, processed and 
deposited into an escrow account pursuant to an agreement dated May 23, 1986, 
established for ELCOA's benefit.  These monies may not, under any 
circumstances, be commingled with any of Walnut's general funds.  Walnut remits 
all sales, use, and personal property taxes directly to the proper taxing 
authority from this account. Monthly, Walnut renders a listing of the net 
rentals collected on behalf of ELCOA, along with a remittance of the net 
escrowed funds, no later than the fifth business day following the end of each 
calendar month.  Walnut also uses its best efforts to re-lease the equipment at 
the termination of any lease or negotiate and collect the anticipated residual 
value of any equipment at the termination of each initial lease; remitting said 
payments in kind to ELCOA as provided above, without reduction.  Walnut also 
maintains insurance which management believes is adequate against liability or 
damage from losses as a result of the lessee's anticipated utilization of the 
equipment against loss by fire or otherwise.  For the three fiscal years ended 
April 30, 1997, as consideration for these general and administrative services, 
ELCOA was charged a monthly servicing fee of $6.50 for each account outstanding 
at the end of each month.  Management is reassessing the cost of servicing the 
present portfolio and may need to increase the service fee in light of the 
current number of leases outstanding and the current out of pocket costs to the 
servicer.

CREDIT POLICY AND DELINQUENCIES

    ELCOA, through Walnut, expects to follow a policy that it considers to be 
an efficient method of determining credit risks.  Walnut relies heavily on bank 
references, trade references, number of years in business, various credit 
bureau reports, and personal credit references of the principals involved with 
the lessee.  In addition to the credit investigation, the leases purchased by 
ELCOA may include the personal guaranty of the owners and principal 
shareholders (and their spouses) of sole proprietorships, partnerships, and 

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closely-held corporations which have been in business less than three years, or 
have fewer than 20 employees.  Most credit decisions are made within a few days 
of the initial credit application.  ELCOA believes that credit evaluation is 
essential inasmuch as the equipment has a substantially reduced value on resale 
or re-leasing.  Beginning in July, 1997, Walnut implemented the utilization of 
a scoring system based on the "Fair Issac" method utilized in the credit 
industry to eliminate those applicants whose credit score is below a certian 
minimum threshold, while utilization of scoring is expected to initially 
increase the percentage of rejected applications and new leases, it is expected 
that the rate of new delinquencies will decrease in the future.

    As of August 11, 1997, Walnut employed approximately 9 people in its 
credit, processing and collection departments.  It has adopted a policy of 
litigating all claims against lessees for unpaid rentals and only settling any 
such obligations in favor of the lessor.  As a result, delinquent receivables 
balances which are reported on a contractual basis appear higher than industry 
averages because of ELCOA's decision to pursue delinquent lessees until all 
collection efforts have been completely exhausted.  Historically, the amounts 
recovered from collections of delinquent leases have exceeded the legal fees 
incurred in connection therewith.  Walnut reimburses the law firm of William 
Shapiro Esq., P.C., an affiliate, for payroll costs of its staff attorneys and 
any required advances for court costs, and does not pay any other fees on 
either a contingent or hourly basis.  Neither William nor Kenneth Shapiro are 
included in the law firm's payroll.  In consideration of these services, Walnut 
is entitled to retain any late charges collected to offset these costs of 
collection and litigation on behalf of ELCOA.  Walnut does not refund any of 
the fees collected from ELCOA in those instances when a lessee defaults and 
collection efforts are discontinued.  Once collection efforts are discontinued, 
any likelihood of recovering the equipment, to the extent not previously 
repossessed, is considered remote.

    An allowance for doubtful lease receivables is calculated at a level 
considered 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 expense and reduced by charge-offs based upon a periodic 
evaluation (at least quarterly) of delinquent finance lease receivables.

    The following table sets forth ELCOA's lease receivable delinquencies on a 
strict contractual basis as of April 30, 1997, 1996, and 1995.  References to 
payments past due two monthly payments means payments which are at least 31, 
but not more than 60 days past due.  Payments past due three monthly payments 
means payments which are at least 61, but not more than 90 days past due, while 
payments four or more mean 91 or more days past due on the contractual basis.















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<TABLE>
<CAPTION>

                                                 April 30,
                              ---------------------------------------------------------------
                                1997                  1996                 1995           
                                    $         %           $         %           $         %     
                              -----------   ------  -----------   -----   -----------   -----   
<S> <C>                       <C>           <C>     <C>           <C>     <C>           

Aggregate Future
    Lease Receivables         $18,409,854   100.00  $16,667,226   100.00  $17,267,612   100.0   
                              -----------   ------  -----------   ------  -----------   -----   
   
Current                        11,331,054    61.55    9,993,204    59.96   10,908,170    63.2   

Past due - Two Monthly
    Payments                      990,978     5.38      942,432     5.65    1,156,730     6.7   

Past due - Three Monthly
    Payments                      503,016     2.73      403,153     2.42      465,480     2.7   

Past due - Four or More
    Monthly Payments            5,584,806    30.34    5,328,437    31.97    4,737,232    27.4   


</TABLE>









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<TABLE>

                              ANALYSIS OF BAD DEBT WRITE-OFFS
<CAPTION>

                                      
                                                                              
                                     Fiscal Years Ended April 30,             
                                     1997           1996           1995    
                              -----------    -----------    -----------    
   <S>                        <C>            <C>            <C>            
   Aggregate Future
    Lease Receivables         $18,409,854    $16,667,226    $17,267,612    

   Provisions for
    Doubtful Accounts           1,044,080        957,063      1,057,634    

   Net Charge-Offs                986,675        731,829      1,257,058    

   Average Gross Lease
    Receivables                17,538,540     16,967,419     17,617,021    

   Percent of Net Charge-
    Offs to Average Gross
    Lease Receivables                 5.6%           4.3%           7.1%   

   Allowance for Doubtful
    Lease Receivables           1,808,926      1,751,521      1,526,287    

   Percent of Allowance for
    Doubtful Lease Receivables
    to Aggregate Future Lease
    Receivables                       9.8%          10.5%           8.8%   

   Percent of Allowance for
    Doubtful Lease Receivables
    to Receivables Past Due
    Four or More Monthly
    Payments                         32.4%          32.9%          32.2%   

















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</TABLE>
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    As of April 30, 1997 and 1996, lease payments in arrears on receivables 
four or more monthly payments past due (included in the contractual balances 
due of $5,584,806 and $5,328,437) were $3,617,211 and $3,423,728, respectively. 
Although the balance of delinquent receivables increased during the fiscal year 
ended April 30, 1997, management believes that the likelihood of collection may 
be greater as the credit criteria for new leases has been enhanced.  As of 
April 30, 1997, and 1996, approximately $3,669,000 or 19.9% and $3,510,000 or 
21.1%, respectively, of direct finance lease receivables on a strict total 
contractual basis were 12 or more months past due.

    ELCOA believes that its loss experience and delinquency rate is reasonable 
for its operations in that the provisions for doubtful accounts charged against 
operations typically equal or exceed net charge-offs on an historical basis.  
Delinquent receivable balances expressed as a total of lease receivables 
appears to be high because of its market, i.e., primarily small to medium sized 
businesses, and the decision to pursue delinquent lessees until all reasonable 
collection efforts have been completely exhausted.  The implication of these 
higher percentages requires ELCOA to continue its collection efforts diligently 
to minimize its actual losses from delinquent accounts.  The utilization of a 
credit scoring system of new applicants may reduce the percentage of new 
delinquencies in the future.  As of April 30, 1997 and 1996, ELCOA maintained 
an allowance for doubtful lease receivables of $1,808,926, and $1,751,521, 
respectively, which management believes is adequate for future write-offs on 
the Company's aggregate gross lease receivables.  These reserves totaled 9.8% 
and 10.5%, respectively, of the total gross lease receivables outstanding at 
April 30, 1997 and 1996.  The allowance is based upon management's periodic 
analysis performed at least quarterly of the lease portfolio, also taking into 
consideration ELCOA's and Walnut's past experience in the management of 
delinquent lease receivables.  Total past due lease receivables as reflected in 
the above chart represent the total amount of payments due as well as all 
aggregate future payments to become due under terms of the underlying lease 
contracts.  During the three fiscal years ended April 30, 1997, 1996 and 1995, 
the allowance for doubtful accounts increased by provisions for doubtful lease 
receivables annually in the amounts of $1,044,080, $957,063, and $1,057,634, 
respectively.  The amounts written off in each of the three fiscal years ended 
April 30, 1997, 1996 and 1995, were $986,675, $731,829, and $1,257,058, 
respectively, or 5.6%, 4.3%, and 7.1% of average gross lease receivables.  
ELCOA does not expect the percentage of net charge-offs to average gross lease 
receivables to materially increase in future fiscal years.

    Walnut also utilizes its collection department and a law firm with which it 
is affiliated to collect any and all delinquent payments on behalf of ELCOA.  
Walnut is entitled to be compensated for the collection of delinquent payments, 
by an amount equal to the delinquency and late charges collected under terms of 
each delinquent lease agreement, with the net rentals remitted to ELCOA.  
Walnut, in turn, compensates the law firm for its services from funds so 
received.  Therefore, if no collections are made on a certain delinquent lease, 
ELCOA is charged only the monthly servicing fee for that account.

    ELCOA bears the risk of all loss of any lease rentals provided for under 
the leases, the loss of any equipment owned by it, any loss of value of any 
equipment, and all losses incurred in the sale of such equipment, no matter how 
such loss occurs.  Consequently, ELCOA is required to maintain an allowance for 
such losses, increases in which will result in corresponding charges to 
operations.  Management attributes the increase in delinquencies to increased 


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credit card debt and unsecured debt owed by individuals and businesses in 
general and has provided for additional reserves accordingly.  This assertion 
is based on ELCOA's historical experience of collections of its outstanding 
lease receivables which remained consistent during the past three fiscal years. 
Management reviews these accounts at least quarterly and at year end provides 
what it believes to be an adequate reserve for potential losses thereof by a 
corresponding charge against operations.  Leases are written-off only if there 
is an adverse court decision, bankruptcy or settlement, and local counsel 
engaged in the collection effort has determined that further action in 
recovering the debt is unwarranted.  The high level of write-offs during the 
fiscal year ended April 30, 1995 resulted from management's decision to 
discontinue collection efforts in certain cases where the legal costs of 
pursuing collection would be more than the recoveries anticipated.  Factors 
such as evolving changes in case and statutory law in some states favoring 
debtor's rights (notably Florida, Texas, Alabama, South Carolina and 
California), post-judgment filing costs associated with continuing litigation 
and pursuit in collections, economic conditions in certain geographical areas, 
and the age of the delinquent lease receivables being collected can be 
attributed to the larger percentage of write-offs.  Management believes that 
the likelihood of collecting the remaining delinquent lease receivables is 
greater than those previously written-off, as the credit criteria for new 
leases in those states favoring debtors rights have been enhanced.  For small 
businesses, the Company often requires, to a greater extent, that all co-owners 
be personally responsible for the obligations under lease contracts.  In 
addition, as a result of a shift in marketing direction by Walnut towards more 
technical equipment to be leased by larger companies, along with a shift away 
from smaller, retail businesses, management believes that it can lower its 
delinquency rates.  If the equipment is returned to ELCOA, it will maintain an 
inventory of the repossessed equipment until it can be re-let or sold.  ELCOA 
writes down the carrying value of this equipment to its forced sale value when 
it is repossessed.

BOOKKEEPING AND DATA PROCESSING

    Almost all of ELCOA's bookkeeping and record-keeping functions are 
performed by Walnut utilizing electronic data processing programs developed and 
owned by Walnut Associates, Inc., the owner of all of the outstanding common 
stock of Walnut.  It is anticipated that Walnut will maintain sufficient 
duplicate records to safeguard its information.  For the three fiscal years 
ended April 30, 1997, ELCOA reimbursed Walnut $500 weekly for performance of 
these services.  Management is currently reassessing this weekly fee which may 
be increased due to current costs incurred to perform these services.

    ELCOA believes the fees to be charged by Walnut in connection with the 
above arrangements to be no higher than those charged by outside sources for 
similar services.

METHOD OF FINANCING
 
    ELCOA, in order to conduct its business, must have the financial resources 
with which to purchase the equipment it leases.  In the past, the funds for 
such purchases have been generated primarily from the sale of the Debentures 
and receipt of rental payments.  During the fiscal year ended April 30, 1997, 
the proceeds from the issuance of Demand and Fixed Rate Certificates decreased 
to $5,370,047 from proceeds of $9,620,233 during the fiscal year ended April 
30, 1996 as sales of securities were suspended from September 1, 1996 to 

                                       10
<PAGE>
<PAGE>12

January 31, 1997 pending the registration of the securities.  See the 
Statements of Cash Flows on page 27.  Sales of securities were again suspended 
during April, 1997.  As a result of the requests by certificate holders for 
redemptions which exceeded ELCOA'S cash and cash equivalents, ELCOA was unable 
to meet the requests for redemption of its Demand, Fixed Rate and Money Market 
Thrift Certificates beginning July 7, 1997 and thereafter.  Management has 
reviewed the Trust Indentures covering the registered offerings of these debt 
securities and has concluded that failure to effect such redemptions may 
constitute grounds for default by ELCOA under the Trust Indenture.  On August 
8, 1997, Walnut and ELCOA separately filed voluntary petitions for 
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  ELCOA and Walnut 
are managing their businesses as debtors-in-possession subject to the 
supervision and control of the U.S. Bankruptcy Court for the Eastern District 
of Pennsylvania.  Pending resolution of these proceedings, there will be no 
payments of interest or principal on outstanding debt securities.  See Items 3 
and 7 to this Form 10-K.  In the future, ELCOA expects to fund its operating 
expenses from the receipt of rental payments from outstanding leases.  In 
addition, Walnut, on ELCOA's behalf, has been negotiating with other financial 
institutions that have expressed an interest in purchasing pools of leases from 
ELCOA by discounting the anticipated lease receivables and residual values at a 
rate which would generate additional income and cash flows that would be 
available to purchase additional leases from Walnut.  To date, no such sales 
have been consummated, although negotiations are continuing.  Cash realized 
from the sale of leases would immediately be available to invest in new lease 
business to carry an increased lease portfolio. 

    It should be noted that although ELCOA's rental income from its lessees is 
fixed at the inception of each lease, ELCOA's net income from a given lease is 
affected by changes in the interest rate it pays on borrowed funds.  To the 
extent that the interest rates that ELCOA pays on any borrowed funds increase, 
ELCOA must pay any such increased cost without having the ability to increase 
its rental charges on existing leases.

    ELCOA had sold Demand, Fixed Rate, and Money Market Thrift Certificates 
pursuant to  prior offerings, of which $24,128,483 were outstanding at April 
30, 1997.  Of these, $1,237,302 were payable upon demand, and $22,891,181 of 
fixed-term certificates were due as follows:
<TABLE>
<CAPTION>
              Year Ending April 30,
              ---------------------
              <S>                       <C>
              1998                      $12,463,977
              1999                        4,764,066
              2000                        2,254,299
              2001                        1,075,594
              2002 & thereafter           2,333,245
                                        -----------
                                        $22,891,181
                                        ===========
</TABLE>
Approximately .7% of these certificates were held by William Shapiro, the 
Company's President, members of his immediate family, or companies in which he 
maintains a majority interest.  Certificates held by these affiliates were 
purchased for cash under terms of the prior offerings of these securities at 
the public offering price.  See also Note 8 to the Financial Statements.

                                       11
<PAGE>
<PAGE>13

EMPLOYEES

    It is currently anticipated that the officers of ELCOA will continue to 
devote substantially all of their time to their duties related to their 
respective positions with Walnut and its affiliates.  ELCOA has no full-time 
employees.  However, the officers and directors of ELCOA will make such time 
commitments as may be necessary, which are not expected to be a significant 
amount of time, to ensure that ELCOA to the best of its ability fulfills its 
duties under the Indenture and such other duties as the officers and directors 
shall deem necessary to protect the interest of ELCOA's creditors, principally 
the Debenture holders, or which may be required by law. Mr. William Shapiro, 
President of ELCOA, has over 30 years experience in "small-ticket" leasing.  
Mr. Kenneth S. Shapiro, Vice-President of ELCOA, has over 15 years experience 
in leasing.  Kenneth S. Shapiro is also a licensed certified public accountant. 
Both officers are attorneys.  See "MANAGEMENT".

COMPETITION

    Equipment leasing and related businesses are highly competitive and that 
competition may increase.  A number of concerns are engaged in the same type of 
business as ELCOA, including:  (1) finance divisions, affiliates or 
subsidiaries of suppliers which sell products leased by ELCOA, (2) banks or 
their affiliates, (3) other leasing and finance companies, including Walnut, 
and (4) independently formed partnerships operating for the specific purpose of 
leasing equipment.  Many of these organizations have greater financial or other 
resources than ELCOA and, therefore, may be able to obtain funds on terms more 
favorable than those available to ELCOA.  This may permit such organizations to 
offer lease terms which ELCOA could not match.  Also, such organizations may 
have competitive advantages including their affiliation with vendors and their 
nationwide leasing organizations.  Although ELCOA has a right of first refusal 
to purchase new equipment and leases which Walnut wishes to sell, Walnut may 
compete with ELCOA for future business.

    Factors that effect competition include convenience, rate, terms, speed of 
credit approval, nature and type of equipment to be leased, and size of lease.  
ELCOA has no way of determining its share of the leasing market.

FEDERAL INCOME TAX CONSIDERATIONS

    ELCOA's leasing activities are not generally oriented toward creating tax 
benefits.  The recently enacted Revenue Reconciliation Act of 1993 is expected 
to have no material impact on ELCOA's operations.  To the extent that the 
current tax law reduces the benefits of equipment ownership, equipment users 
might be more inclined to lease because deductibility of rental payments by the 
lessee would remain unaffected, while purchases of equipment would no longer 
provide certain tax advantages.

ITEM 2.  PROPERTIES

    ELCOA leases office space and conference room facilities at 501 Silverside 
Road, Wilmington, Delaware.  The lease for this space continues on a month to 
month basis with 60 days notice by either landlord or tenant required to 
terminate it.




                                       12
<PAGE>
<PAGE>14

ITEM 3.  LEGAL PROCEEDINGS

    On August 8, 1997, ELCOA and Walnut filed voluntary petitions for 
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the Eastern 
district of Pennsylvania.  These filings are being jointly administered by the 
Bankruptcy Court.  ELCOA and Walnut are managing their businesses as 
debtors-in-possession subject to the control and supervision of the Bankruptcy 
Court.  See "Item 1. Business-Method of Financing" and "Item 7. Management's 
Discussion and Analysis of Financial Condition and Result of Operations".

    The discussion below sets forth various aspects of the Chapter 11 
Proceeding, but is not intended to be an exhaustive summary.  For additional 
information regarding the effect of the Chapter 11 Proceeding, reference should 
be made to the Bankruptcy Code.

    Under Chapter 11, ELCOA and Walnut as debtors-in-possession, are authorized 
to continue to operate their businesses; however, they may not engage in 
transactions outside the ordinary course of business without first complying 
with the notice and hearing provisions of the Bankruptcy Code and obtaining 
Bankruptcy Court approval where and when necessary.

    Under Chapter 11, all litigation and claims against ELCOA and Walnut 
(including those of the holders of outstanding debt securities) at the date of 
the filing have been stayed while ELCOA and Walnut continue business operations 
as debtors-in-possession.  The Bankruptcy Code prohibits creditors who are 
subject to the jurisdiction of the Bankruptcy Court from suing ELCOA or Walnut; 
either by commencement or continuation of a lawsuit or otherwise, unless the 
Bankruptcy Court terminates or modifies the automatic stay of litigation or 
otherwise authorizes payments by ELCOA or Walnut.

    Under Chapter 11, an official committee of unsecured creditors for each 
company may be appointed and such committees have the right to review and 
object to certain business transactions and can participate in the formulation 
of any plan of reorganization.  The Creditors' Committee will be entitled to 
retain counsel and other professionals, in each case at the expense of ELCOA or 
Walnut, if they are retained pursuant to an order of the Bankruptcy Court.

    As debtors-in-possession, ELCOA and Walnut have the right, subject to 
Bankruptcy Court approval and certain other limitations, to assume or reject 
certain executory contracts and unexpired leases.  In this context, 
"assumption" means that ELCOA or Walnut agree to perform their obligations 
under the contract or lease, and "rejection" means that ELCOA or Walnut are 
relieved of its obligations to perform further under the contract or lease and 
is subject only to a claim for damages resulting from the breach thereof.  Any 
such damage claims are treated as general unsecured claims in the 
reorganization proceedings.  ELCOA and Walnut are studying executory contracts 
and unexpired leases to determine whether assumption or rejection is 
appropriate.

    Under the Bankruptcy Code, a creditor's claim is treated as secured only to 
the extent of the value of such creditor's collateral, and the balance of such 
creditor's claim is treated as unsecured.  Claims which were contingent or 
unliquidated at the commencement of the Chapter 11 Proceeding are generally 
allowable against the ELCOA or Walnut.



                                       13
<PAGE>
<PAGE>15

    There are no other legal proceedings or actions pending or threatened 
against ELCOA, or to which its property is subject, which management believes 
would have a materially adverse effect on the Company.

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

    There were no matters submitted during the fourth quarter of the fiscal 
year covered by this report to a vote of security holders.

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

    As of July 31, 1997, ELCOA's common stock was held by one entity as set 
forth in item 12 of this Form 10-K.  There is no public market for the 
Company's common stock.  The Company has paid no dividends during the past two 
years with respect to its common stock.









































                                       14
<PAGE>
<PAGE>16

                                                      PART II


ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>

    The following summarizes certain financial information with respect to ELCOA for the five years ended April 
30, 1997 (audited).  This data should be read in conjunction with "MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS" and the "Financial Statements" appearing elsewhere.
<CAPTION>


                                           For the Fiscal Year Ending April 30,                  
                                   1997          1996          1995         1994          1993    ----------    ----------
------------------------------
<S>                          <C>           <C>           <C>          <C>           <C>           
Operating Revenues           $2,546,452    $2,610,450    $2,945,151   $3,009,864    $3,057,645    

Net Loss                     (1,539,208)   (1,238,047)     (847,232)    (406,137)     (424,608)   

Total Assets                 14,960,268    22,735,988    23,204,220   22,260,742    19,131,427    

Demand, Fixed Rate and Money
Market Thrift Certificates
Outstanding                  24,128,483    26,407,959    24,521,875   21,810,991    18,041,504    

Shareholder's Deficit       (12,247,708)   (6,513,687)   (3,725,401)  (1,752,437)     (712,721)   

Ratio of Earnings to
Fixed Charges (1)                   ---           ---           ---          ---           ---         

<FN>
(1)  The Ratios of earnings to fixed charges were computed by dividing pre-tax income plus fixed charges by the 
     amount of fixed charges.  For the years ended April 30, 1997, 1996, 1995, 1994, and 1993 the ratio of 
     earnings to fixed charges was less than "1", due to the net loss of $1,539,208, $1,238,047, $847,232, 
     $406,137, and $424,608, respectively.  

</TABLE>

                                                         15
<PAGE>
<PAGE>17

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

RESULTS OF OPERATIONS

THREE FISCAL YEARS ENDED APRIL 30, 1997

     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, 
1997, 1996 and 1995, aggregate new lease receivables were $10,896,610, 
$8,676,271, and $9,674,906, respectively, new equipment purchased for lease was 
$8,137,205, $6,561,611, and $7,321,620, respectively, and recognized revenues 
from direct finance leases totalled $2,546,452, $2,610,450, and $2,945,151, 
respectively.  During the three fiscal years ended April 30, 1997, all (100%) 
of the equipment and leases purchased were from Walnut.  See "CREDIT POLICIES 
AND DELINQUENCIES" for a discussion of the delinquency status as respects these 
leases as of April 30, 1997.  ELCOA attributes the increase in new lease 
receivables entered in the fiscal year ended April 30, 1997 to an increase in 
the amount of leases offered by sale from Walnut.  The income earned under 
direct finance lease contracts decreased 2.5% during the fiscal year ended 
April 30, 1997 after having decreased, 11.4%, and 2.2% during the fiscal years 
ended April 30, 1996 and 1995, respectively.  The decrease in the growth of 
earned revenues during the two fiscal years ended April 30, 1996 was the result 
of a decrease in the amount of lease contracts outstanding during these years.  
     Management attributes the loss reported for the fiscal years ended April 
30, 1997, 1996 and 1995 to a variety of factors including, but not limited to, 
increased reliance on borrowed funds, provisions for doubtful lease receivable 
associated with an aging portfolio of leases, and excess interest incurred on 
certificates over interest earned on excess cash and investment balances during 
the fiscal year.  In order to improve operating results, ELCOA will have to 
increase the amount of its outstanding lease receivables.  This remedy may be 
achieved by the purchase of lease receivable portfolios from third parties, as 
well as from Walnut.  See "Credit Policies and Delinquencies" for a discussion 
of steps being taken to improve the credit quality of new leases.  During the 
three fiscal years ended April 30, 1997, the Company's costs of operations were 
funded from rentals collected.  Net proceeds from the sale of debt securities 
were used for redemptions of previously issued debt securities and the purchase 
of equipment for lease during the fiscal years ended April 30, 1997, 1996 and 
1995, with excess funds being retained in low-yield but highly liquid 
investments, including U.S. government securities with terms not exceeding six 
months in length.

     ELCOA experienced growth in the volume of new leases added to its 
portfolio during the fiscal year ended April 30, 1997, after experiencing a 
decline during the fiscal year ended April 30, 1996. Aggregate new lease 
receivables increased by $2,220,339 or approximately 25.6% during the fiscal 
year ended April 30, 1997 and decreased by $998,635 or approximately 10.3% 
during the fiscal year ended April 30, 1996. In analyzing ELCOA's Financial 
Statements, it is therefore important to note the relationships between new 

                                       16
<PAGE>
<PAGE>18

lease volume added during an accounting period and the net lease revenue and 
income before income taxes reported for that period.  Net lease revenue 
recognized by ELCOA during an accounting period is defined to be the income 
earned under direct finance lease contracts.  New lease volume is the total of 
all new lease contracts added to the portfolio during the period.  As a 
consequence, during a period in which the rate of growth of new lease volume 
increases, the growth rate of net lease revenue in that period will be less 
than the rate of growth in new lease volume, because the income earned from new 
lease volume is recognized over the term of each lease contract and not in the 
year the contract is entered.  On the other hand, certain expenses recognized 
by ELCOA during an accounting period, such as the provision for losses, are 
more directly related to the aggregate amount of outstanding leases during that 
period.  Thus, current-period expenses are more dramatically impacted by volume 
growth than is net lease revenue.  As a result of the foregoing factors, 
reported income before income taxes will in turn grow at a slower rate than the 
rate of growth in net lease revenue during periods of increasing rates of 
growth in new lease volume.  In periods of decreased rates of lease volume 
growth, the foregoing relationship would be reversed.

    Lease origination expenditures which represent fees incurred in the 
acquisition of new lease receivables from Walnut were 4% of the equipment 
acquired by ELCOA from Walnut, plus any commissions paid to vendors and outside 
leasing brokers for the three fiscal years ended April 30, 1997.  Management is 
currently reassessing the cost of originating new leases and may increase the 
origination fee in the future.  Effective May 1, 1990, Walnut included as part 
of the equipment cost any commissions paid vendors or leasing brokers in the 
acquisition of the equipment.  As such, these costs are no longer reimbursed 
separately by ELCOA, but paid as part of the equipment cost. See Note 1 to the 
Financial Statements for a discussion of the impact of SFAS 91 on accounting 
for lease origination costs.  Total amounts paid Walnut under the option 
agreement during the three fiscal years ending April 30, 1997, 1996 and 1995 
were $312,970, $252,370, and $281,531, respectively.

    For the fiscal years ended April 30, 1997, 1996 and 1995, ELCOA incurred 
$886,313, $972,678, and $1,054,460, in general and administrative expenses, 
respectively.  Monthly servicing and bookkeeping fees paid to Walnut in the 
amount of $501,722, $592,638, and $676,228 during the fiscal years ended April 
30, 1997, 1996, and 1995, respectively, were a primary component of general and 
administrative expenses.  The $90,916 decrease from the fiscal year ending 
April 30, 1996 in comparison to the fiscal year ending April 30, 1997 is 
attributable to a reduction in the number of finance leases outstanding which 
were 5,802 at April 30, 1997, a decrease from 6,644 at April 30, 1996.  This 
decrease corresponds to the $86,365 or 8.9% overall reduction in general and 
administration expenses.  Also included in the general and administrative 
expenses during the fiscal years ended April 30, 1997, 1996 and 1995 were 
$244,662, $241,323, and $247,561, respectively, of amortization of the deferred 
debt registration and solicitation expenses, which include amortization of 
commissions paid on account of sales of Demand, Fixed Rate, and Money Market 
Thrift Certificates.  Fees paid to Financial Data, Inc., a registered transfer 
agent and affiliate of the Company, for services rendered in connection with 
the Demand, Fixed Rate and Money Market Thrift Certificates, were $98,926, 
$106,589, and $99,595, during the fiscal years ending April 30, 1997, 1996 and 
1995, respectively.  In the event that Walnut should cease operations or be 
unable to fulfill its obligations in origination and servicing of ELCOA's 
leases, ELCOA's costs to perform these services might increase, reducing 
profitability.

                                       17
<PAGE>
<PAGE>19

    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 these receivables.  The allowance is increased by 
provisions charged to operating expenses and reduced by chargeoffs.  ELCOA 
recorded provisions for doubtful lease receivables of $1,044,080, $957,063, and 
$1,057,634 for the fiscal years ended April 30, 1997, 1996 and 1995, 
respectively, resulting from increases in delinquent accounts outstanding 
during these periods.  At April 30, 1997, approximately 38% of the then 
outstanding lease receivables were past due as reported on a contractual basis. 
ELCOA expects that the percentage of delinquencies will decrease as the 
aggregate amount of lease receivables increases in the future.  Management has 
reviewed these accounts at year end and has provided what it believes to be an 
adequate reserve for potential losses thereof on an impairment basis by a 
corresponding charge against operations.  See also "BUSINESS - Credit Policy 
and Delinquencies."  For a further discussion of the legal efforts being 
conducted to collect delinquent lease receivables, see Footnote 8 to the 
Financial Statements.

    During the fiscal years ended April 30, 1997, 1996, and 1995, ELCOA 
incurred $2,155,267, $1,918,756, and $1,679,929, respectively, in interest 
expense,  net of interest income of $255,135, $480,262, and $376,233, 
respectively, on average debt (including accrued interest thereon) of 
$28,429,677, $28,442,700, and $25,258,751, respectively, based upon the amounts 
of debt outstanding computed on a quarterly basis.  Average interest rates on 
average outstanding debt, including accrued interest, but disregarding interest 
income on excess funds, were 8.5%, 8.4%, and 8.1%, respectively.  The interest 
expense before calculation of any offset from interest income increased each 
year as a result of the increase in the average amount of issued and 
outstanding debt securities of ELCOA.

    During the fiscal years ended April 30, 1997, 1996 and 1995, ELCOA 
recognized provisions for state income taxes in the amounts of $0, $0, and 
$360, respectively.  See Footnote 1 to the Financial Statements.  No provisions 
for federal income taxes were necessary, due to 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 will not have a material 
effect on ELCOA's operating expenses as they are fixed based upon any 
applicable Servicing Agreement with Walnut.  However, increased reliance on any 
variable rate borrowings subjects ELCOA to increased exposure to inflation 
because of the risk of increased interest rates.  To the extent that ELCOA is 
able to obtain funds at fixed interest rates, inflation will have no impact 
over the term of any given lease.  

    In order to reduce operating losses, and improve operating profitability, 
management continues to take steps to increase the generation of new lease 
receivables that it deems credit-worthy, and increase collections from past due 
lease receivables.  In order to improve the overall quality of its future lease 
receivables, the Company requires to a greater extent that co-owners be 
personally responsible for the obligation under lease contracts.  Walnut's 
recent implementation of a scoring system to analyze new lease applications may 
result in a future reduction in delinquent receivables.  The percentage of 
delinquent lease receivables decreased during fiscal 1997, in part, as a result 
of the increase in the outstanding amount of aggregate lease receivables during 
                                       18
<PAGE>
<PAGE>20

the year.  If the level of outstanding lease receivables increases and the 
quality of new leases improves, management believes that the percentage of 
severely delinquent leases may decrease.  

CAPITAL RESOURCES AND LIQUIDITY

    ELCOA had financed its new business primarily from the proceeds from its 
sale of Certificates, as well as from rentals received from lease contracts 
outstanding.  During the three fiscal years ended April 30, 1997, 1996, and 
1995, approximately 0%, 29% and 37%, respectively of the equipment purchases 
were funded from sale of securities, and 100%, 71%, and 63%, respectively were 
funded from rental collections and cash on hand.  Approximately $16,696,000 in 
principal amount, including accrued interest on the $24,128,483 in Debentures 
outstanding at April 30, 1997, is subject to redemption within one year of that 
date.  Scheduled receipts from lease contracts total approximately $9,823,000 
during this period.  See Footnotes 2 and 6 to the Financial Statements.  

    Redemptions of Debentures previously issued decreased to $7,649,524 from 
$7,734,149 during the fiscal years ended April 30, 1997 and 1996, respectively. 
The proceeds of sale from Debentures decreased to $5,370,047 for the fiscal 
year ended April 30, 1997 from $9,620,233 for the fiscal year ended April 30, 
1996.  Sales of these securities were voluntarily suspended as of April 18, 
1997.  As of April 30, 1997, ELCOA had approximately $533,000 of cash on hand, 
and had a receivable from Walnut of approximately $8,777,000 for funds 
previously advanced.  See the Statement of Cash Flows for the three fiscal 
years ended April 30, 1997. 

    Excess funds have historically been invested in low yielding but highly 
liquid investments.  During the fiscal year ended April 30, 1997, the average 
interest rate earned by ELCOA on these funds was approximately 5.6%, while the 
average interest rate paid on outstanding certificates was 8.5%, resulting in a 
negative spread of 2.9%.  Any decision by the Federal Reserve to increase rates 
in general may reduce this "negative spread".  During the fiscal year ended 
April 30, 1997, the average rate of return on ELCOA's investment in its lease 
receivables was 16.7%.

    As noted in the Statements of Cash Flows on page 27, sales of Demand and 
Fixed Rate Certificates have decreased over the three fiscal years ended April 
30, 1997.  Redemption of these securities have remained relatively consistent.

    Prior to April 30, 1997, ELCOA had not defaulted on any contractual payment 
of interest or principal on any Demand, Fixed Rate and Money Market Thrift 
Certificates issued to the public, and requests for early repayment of interest 
or principal had never been later than five business days after demand for 
redemption was received.  During the month of June, 1997, as a result of 
reductions in the Company's available cash, requests for early redemption of 
Demand and Fixed Rate certificates prior to maturity were deferred to July 5, 
1997.  As a result of the requests by certificate holders for redemptions which 
exceeded ELCOA's cash and cash equivalents, ELCOA was unable to meet the 
requests for redemption of its Demand, Fixed Rate and Money Market Thrift 
Certificates beginning July 7, 1997 and thereafter.  Management has reviewed 
the Trust Indentures covering the registered offerings of these debt securities 
and has concluded that a default may have occurred in the redemption 
provisions.  On August 8, 1997, ELCOA and Walnut filed voluntary petitions for 
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  ELCOA and Walnut 
are managing their businesses as debtors-in-possession subject to the 

                                       19
<PAGE>
<PAGE>21

supervision and control of the Federal Bankruptcy Court for the Eastern 
District of Pennsylvania.  Pending the resolution of this proceeding, no 
further redemptions or payments of interest will occur.  In order to continue 
its operations, ELCOA must generate additional sources of liquidity to fund new 
business, of which there can be no assurance.  See "Methods of Financing".

                 STATEMENT REGARDING FORWARD LOOKING STATEMENTS

    Except for the historical information contained herein, the matters 
discussed in Item 7.  Management's Discussion and Analysis of Financial 
Condition and Results of Operations or elsewhere in this annual report on Form 
10-K, are forward looking statements that are dependent upon a number of risks 
and uncertainties that could cause actual results to differ materially from 
those in the forward looking statements.  These risks and uncertainties are 
more fully discussed in Note 1 to the Financial Statements.  The Company does 
not intend to provide updated information about the matters referred to in 
these forward looking statements, other than in the context of management's 
discussion and analysis in the Company's quarterly and annual reports on Form 
10-Q and 10-K.

<TABLE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<CAPTION>
Index to Financial Statements.                                     Page
                                                                   ----
<S>                                                                <C>
Independent Auditor's Report.                                       21

Balance Sheets as of April 30, 1997 and 1996.                       23

Statements of Operations for the years ended April 30,              25
1997, 1996 and 1995.

Statement of Changes in Shareholder's Deficit for 
the years ended April 30, 1997, 1996 and 1995.                      26

Statements of Cash Flows for the years ended April                  27
30, 1997, 1996 and 1995.

Notes to Financial Statements                                       29

</TABLE>

       See Item 14 on page 41 for Index of Financial Statement Schedules













                                       20
<PAGE>
<PAGE>22

                          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, 1997 and 1996 and the related statements of 
operations, changes in shareholder's deficit and cash flows for each of the 
three years in the period ended April 30, 1997.  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, 1997 and 1996 and the results of its operations and 
its cash flows for each of the three years in the period ended April 30, 1997 
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.  As 
discussed in Note 1 to the financial statements, the Company has incurred 
recurring losses, has a receivable from its Parent whose realization is 
uncertain and has been unable to meet the requests for redemption of its 
certificates beginning July 7, 1997. In addition, on August 8, 1997, the 
Company and its Parent have filed separate voluntary petitions for 
reorganization under Chapter 11 of the U.S. Bankruptcy Code.  These matters 
raise substantial doubt about the Company's ability to continue as a going 
concern.  Management's plans in regard to these matters are also discussed in 
Note 1.  In the event the plan of reorganization is confirmed, continuation of 
the business thereafter is dependent on the Company's ability to achieve 
sufficient cash flow to meet its restructured debt obligations.  As a result of 
the reorganization proceedings, the Company may sell or otherwise realize 
assets and liquidate or settle liabilities for amounts other than those 
reflected in the financial statements.  Further, the confirmation of a plan of 
reorganization could materially change the amounts currently recorded in the 
financial statements.  If no reorganization plan is approved, it is possible

                                       21
<PAGE>
<PAGE>23

that the Company's assets could be liquidated.  The financial statements do not 
included any adjustments that might result from the outcome of these 
uncertainties.

/s/  Cogen Sklar LLP
COGEN SKLAR LLP

Bala Cynwyd, Pennsylvania
July 1, 1997, except for Note 1, Management's Plans, 
as to which the date is August 8, 1997.















































                                       22
<PAGE>
<PAGE>24
<TABLE>

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


                                               As of April 30,
                                           1997                    1996
                                    -----------             -----------
<S>                                 <C>                     <C>
      ASSETS

Direct finance leases:
      Aggregate future amounts
       receivable under lease
       contracts                    $18,409,854             $16,667,226
      Estimated residual value
       of equipment                   1,369,844               1,577,174
      Initial direct costs, net         434,603                 393,897
Less:
      Unearned income under
       lease contracts               (3,851,248)             (3,347,395)
                                    -----------             -----------

                                     16,363,053              15,290,902
      Advance payments                 (562,777)               (516,658)
                                    -----------             -----------

                                     15,800,276              14,774,244
      Allowance for doubtful
       lease receivables             (1,808,926)             (1,751,521)
                                    -----------             -----------

                                     13,991,350              13,022,723
Cash and cash equivalents               532,710               9,260,482
Other assets                            436,208                 452,783
                                    -----------             -----------

      TOTAL ASSETS                  $14,960,268             $22,735,988
                                    ===========             ===========


</TABLE>









                             SEE ACCOMPANYING NOTES
                                       23
<PAGE>
<PAGE>25
<TABLE>

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

                                                As of April 30,
                                            1997                    1996
                                     -----------             -----------
<S>                                  <C>                     <C>
      LIABILITIES

Amounts payable to
  equipment suppliers                $     8,749             $     8,749
Accrued expenses and security 
  deposits                                76,317                  65,809
Demand, Fixed Rate, and Money 
  Market Thrift Certificates
  (includes $177,250 and $183,805 
  held by related parties)            24,128,483              26,407,959
Accrued interest (includes $13,896
  and $8,459, to related parties)      2,994,427               2,767,158
                                     -----------             -----------


      SHAREHOLDER'S DEFICIT           27,207,976              29,249,675
                                     -----------             -----------

Common Stock $1 par value,
  1,000 shares authorized,
  issued and outstanding                   1,000                   1,000
Variable Rate Cumulative
  Preferred Stock, Series A, $1
  par value, 50,000 shares
  authorized, none issued                    ---                     ---
Additional paid - in capital             999,000                 999,000
Due from parent                       (8,777,220)             (4,582,407)
Accumulated Deficit                   (4,470,488)             (2,931,280)
                                     -----------             -----------

                                     (12,247,708)             (6,513,687)
                                     -----------             -----------

      TOTAL LIABILITIES AND
      SHAREHOLDER'S DEFICIT          $14,960,268             $22,735,988
                                     ===========             ===========

</TABLE>






                             SEE ACCOMPANYING NOTES
                                       24
<PAGE>
<PAGE>26
<TABLE>

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


                                         For the Years Ended April 30,

                                        1997            1996            1995
                                 -----------      ----------      ----------
<S>                              <C>              <C>             <C>
Revenue:

Income earned under
  direct finance lease
  contracts                      $ 2,546,452      $2,610,450      $2,945,151
                                 -----------      ----------      ----------
                                                                               
Costs and expenses:

Interest expense, net of
  interest income of $255,135,
  $480,262 and $376,233,
  respectively                     2,155,267       1,918,756       1,679,929
General and administrative
  expenses (includes $750,980, 
  $881,382 and $946,465,
  respectively, paid to related 
  parties)                           886,313         972,678       1,054,460
Provision for doubtful
  lease receivables                1,044,080         957,063       1,057,634
                                 -----------      ----------      ----------

Total costs and expenses           4,085,660       3,848,497       3,792,023
                                 -----------      ----------      ----------

Loss before provision
   for state income taxes         (1,539,208)     (1,238,047)       (846,872)

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

Net Loss                         $(1,539,208)    $(1,238,047)     $ (847,232)
                                 ===========      ==========      ==========


</TABLE>






                              SEE ACCOMPANYING NOTES
                                        25
<PAGE>
<PAGE>27
<TABLE>
                                       EQUIPMENT LEASING CORPORATION OF AMERICA
                                            (A Wholly-Owned Subsidiary of
                                         Walnut Equipment Leasing Co., Inc.)
                                    STATEMENT OF CHANGES IN SHAREHOLDER'S DEFICIT
<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         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)

Net advances to 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)

Net advances to 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)

Net Loss for the year
ended April 30, 1997      ---       ---          ---             ---      (1,539,208)        (1,539,208)

Net advances to parent    ---       ---          ---      (4,194,813)            ---         (4,194,813)
                        -----    ------     --------     -----------     -----------       ------------

Balance, April 30, 1997 1,000    $1,000     $999,000     $(8,777,220)    $(4,470,488)      $(12,247,708)
                        =====    ======     ========     ===========     ===========       ============
</TABLE>
                                                SEE ACCOMPANYING NOTES
                                                          26
<PAGE>
<PAGE>28
<TABLE>

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


                                             For the Years Ended April 30,
                                           1997            1996           1995
                                    -----------     -----------    -----------
<S>                                 <C>              <C>            <C>
OPERATING ACTIVITIES

Net Loss                            $(1,539,208)    $(1,238,047)    $(847,232)
Adjustments to reconcile
    net loss to net cash provided
    by (used in) operating activites:
  Amortization of                    
    deferred debt expenses              244,662         241,323       247,561
  Provision for doubtful
    lease receivables                 1,044,080         957,063     1,057,634
Effects of Changes
  in other operating items:
  Accrued expenses                      10,509           (6,480)      (26,820)
  Accrued interest                     227,269          440,450       232,378
  Other assets (net)                  (228,087)        (270,595)     (232,922)
                                    ----------      -----------    -----------
Net cash provided by (used in)
  operating activities                (240,775)         123,714        430,599
                                    ----------      -----------    -----------

INVESTING ACTIVITIES

Excess of cash received
  over lease income recorded         5,843,618        6,263,312      6,447,111
Increase in advance payments           280,880          190,424        179,692
Purchase of equipment
  for direct finance leases         (8,137,205)      (6,561,611)    (7,321,620)
                                    ----------      -----------    -----------

Net cash used in
  investing activities             $(2,012,707)       $(107,875)     $(694,817)
                                    ----------      -----------    -----------

</TABLE>









                             SEE ACCOMPANYING NOTES
                                       27
<PAGE>
<PAGE>29
<TABLE>

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

   
                                             For the Years Ended April 30,

                                          1997            1996           1995
                                    ----------     -----------    -----------
<S>                                 <C>            <C>            <C>
FINANCING ACTIVITIES

Proceeds from issuance
  of Demand and Fixed Rate
  Certificates                      $5,370,047     $ 9,620,233    $10,983,417
Net advances to parent              (4,194,813)     (1,550,239)    (1,125,732)
Redemption of Demand, Fixed
  Rate, and Money Market 
  Thrift Certificates               (7,649,524)     (7,734,149)    (8,272,533)
                                    ----------     -----------    -----------
Net cash provided by (used in)
  financing activities              (6,474,290)        335,845      1,585,152
                                    ----------     -----------    -----------

Increase (Decrease) in 
  Cash and Cash Equivalents         (8,727,772)        351,684      1,320,934
Cash and Cash Equivalents, 
  Beginning of Year                  9,260,482       8,908,798      7,587,864
Cash and Cash Equivalents,          ----------     -----------    -----------
  End of Year                       $  532,710      $9,260,482     $8,908,798
                                    ==========     ===========    ===========

</TABLE>



















                             SEE ACCOMPANYING NOTES
                                       28
<PAGE>
<PAGE>30
                    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 AND MANAGEMENT'S PLANS

    The financial statements of ELCOA have been prepared on a going concern 
basis, which contemplates the realization of assets and satisfaction of 
liabilities in the normal course of business.  Accordingly, the financial 
statements do not include any adjustments relating to the recoverability of 
recorded assets, or the amount of liabilities that may be necessary should 
ELCOA be unable to continue in the normal course of business.

    During the years ended April 30, 1997, 1996 and 1995, ELCOA incurred losses 
of $1,539,208, $1,238,047, and $847,232, respectively, and reported accumulated 
deficits of $4,470,488 and $2,931,280 at April 30, 1997 and 1996, respectively. 
As a result of the requests by certificate holders for redemptions which 
exceeded ELCOA's cash and cash equivalents, ELCOA was unable to meet the 
requests for redemption of its Demand, Fixed Rate and Money Market Thrift 
Certificates beginning July 7, 1997 and thereafter.  Management reviewed the 
Trust Indentures covering the registered offerings of these debt securities and 
concluded that a default may have occurred in the redemption provisions.  ELCOA 
had previously suspended sales of its Demand and Fixed Rate Certificates on 
April 18, 1997.  On August 8, 1997, ELCOA and Walnut filed separate voluntary 
petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code.  
ELCOA and Walnut are managing their businesses as debtors-in-possession subject 
to the supervision and control of the Federal Bankruptcy Court for the Eastern 
District of Pennsylvania.  The independent auditor's report for Walnut for each 
of the three years ended April 30, 1997 contained an explanatory paragraph 
which indicated that Walnut has suffered recurring losses from operations and 
has a shareholder's deficit which, along with the filing of the Chapter 11 
petition, raises 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.




                                       29
<PAGE>
<PAGE>31

                    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)

    The management of Walnut has initiated certain cost-saving and volume 
building measures to improve the efficiency of the Company as the volume of new 
leases generated increases.  Walnut must increase the level of new leases and 
control its costs of lease origination and administration in order to reduce 
its operating expenses, and sell leases to third-party purchasers, along with 
ELCOA, in order 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 other 
entities.  In addition, the Company anticipates that it will continue to 
finance its new business primarily from the proceeds from rentals received from 
lease contracts outstanding as well as through the sale of leases to 
third-party asset securitizers.  

    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 ($312,970, $252,370, and $281,531 for the 
years ended April 30, 1997, 1996 and 1995, 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.



                                       30
<PAGE>
<PAGE>32
                    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)

    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 (which ranges from 
$1 to approximately 10% of the original equipment cost).  Residual value of 
this equipment is generally established at the purchase option price offered.

    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 $986,675, $731,829, and  
$1,257,058 for the years ended April 30, 1997, 1996 and 1995, respectively.

    FINANCIAL INSTRUMENTS:

    The following method and assumptions were used by the Company in estimating 
fair value disclosures for financial instruments:

    Cash and cash equivalents, accounts payable to equipment suppliers, accrued 
expenses and security deposits, demand certificates and accrued interest:  the 
carrying amounts reported in the balance sheet approximate the fair value 
because of the short term maturity of these instruments.

    Fixed Rate and Money Market Certificates:  it was not practical to estimate 
the fair value of the Fixed Rate and Money Market Certificates outstanding.  
There is no market for this debt.

    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.

                                       31
<PAGE>
<PAGE>33

                    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)

    The net deferred tax asset as of April 30, 1997 and 1996 includes deferred 
tax assets (liabilities) attributable to the following temporary deductible 
(taxable) differences:
<TABLE>
<CAPTION>

                                                  1997              1996
                                            ----------        ----------
         <S>                                <C>               <C>
         Operating lease method vs. 
           direct financing method          $1,295,000        $1,467,000
         Provisions for doubtful 
           lease receivables                   705,000           472,000
         Other                                 (42,000)          (32,000)
                                            ----------        ----------
         Net deferred tax asset              1,958,000         1,907,000
         Valuation allowance                (1,958,000)       (1,907,000)
                                            ----------        ----------
         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 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, 1997, 1996 and 1995 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, 1997.  Amounts paid for interest 
for the fiscal years ended April 30, 1997, 1996 and 1995 were $2,204,458, 
$1,996,122, and $1,898,734, respectively.  There were no amounts paid for 
income taxes for the fiscal years ended April 30, 1997, 1996, and 1995.



                                       32
<PAGE>
<PAGE>34

                    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, 1997 are due as 
follows:
<TABLE>
<CAPTION>

              Year ending
               April 30,                Amount
              -----------          -----------
              <S>                  <C>
               1998                $ 9,822,703
               1999                  5,089,267
               2000                  2,421,616
               2001                    797,841
               2002 & beyond           278,427
                                   -----------
                                   $18,409,854
                                   ===========
</TABLE>

3.  OTHER ASSETS:

    Other assets of $436,208 and $452,783 at April 30, 1997 and 1996, 
respectively, include $435,920 and $452,495 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.  Included in deferred expenses are unamortized commissions of 
$297,032 and $336,289 at April 30, 1997 and 1996 paid by ELCOA to Welco 
Securities, Inc.  Such expenses are being amortized on a straight-line basis 
over the estimated average lives of the debt issued under the registration 
statements and the term of the certificates.  Amortization of deferred expenses 
charged to income during the years ended April 30, 1997, 1996 and 1995, were 
$244,662, $241,323, and $247,561, 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, 1997 and 1996 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.

                                       33
<PAGE>
<PAGE>35

                    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, 1997, 1996 and 1995 due to the benefit of Walnut's net 
operating loss carryforwards.

    ELCOA has provided for $0, $0, and $360 in state income tax expense for the 
fiscal years ended April 30, 1997, 1996 and 1995, respectively.

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

    The Demand, Fixed Rate, and Money Market Thrift Certificates outstanding at 
April 30, 1997 bear interest at rates ranging from 7.25% to 12.75%, and are due 
as follows:
<TABLE>
<CAPTION>
                Year ending
                 April 30,                   Amount
                -----------             -----------
                  <S>                   <C>
                   1998                 $13,701,279
                   1999                   4,764,066
                   2000                   2,254,299
                   2001                   1,075,594
                   2002 & beyond          2,333,245
                                        -----------
                                        $24,128,483
                                        ===========
</TABLE>
    Included in the amounts due in the year ended April 30, 1997 are $1,237,302 
of certificates payable on demand.  The accrued interest of $2,994,427 at April 
30, 1997 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, 1997, 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 certificate 
sold. ELCOA also reimburses Welco for its out-of-pocket costs associated with 


                                       34
<PAGE>
<PAGE>36

                    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, 1997, 1996 and 1995, 
were $150,332, $182,155, and $170,642, 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 $191,146 and $192,264 at 
April 30, 1997 and 1996, 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, 1997, 1996, and 1995 these origination costs totaled $312,970, 
$252,370, and $281,531, respectively, which includes reimbursement for 
commissions paid to outside lease brokers.  During the years ended April 30, 
1997, 1996, and 1995, 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, 1997, 1996 and 1995, were $501,722, $592,638, and $676,228, 
respectively.  As of April 30, 1997, the amount due ELCOA by Walnut of 
$8,777,220 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 $883,740, $536,334, and $365,438 for the fiscal 
years ended April 30, 1997, 1996 and 1995, 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 


                                       35
<PAGE>
<PAGE>37


                    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, 1997, 1996, and 1995.  Under 
terms of the servicing agreement between Walnut and ELCOA, Walnut retained late 
charges in the approximate amounts of $390,000, $388,000, and $390,000 for the 
three fiscal years ended April 30, 1997, 1996 and 1995, 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, 1997, 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,
                                     ------------------------------------------
                                           1997            1996            1995
                                     ----------      ----------      ----------
Amounts Collected and Remitted 
by The Law Firm from Delinquent
Lease Receivables                    $1,632,000      $1,508,000      $1,379,000
-------------------------------------------------------------------------------

Amounts Paid to the Law Firm by
Walnut For Legal Collection Efforts  $  419,040      $  407,160      $  354,783

    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.  For the 
years ended April 30, 1997, 1996 and 1995, these expenses totaled $98,926, 
$106,589, and $99,595, respectively.














                                       36
<PAGE>
<PAGE>38

                              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

    DIRECTORS AND EXECUTIVE OFFICERS
The following table identifies the Directors and Officers of ELCOA.

NAME                         POSITION WITH ELCOA               AGE
------------------           ----------------------------      ---
William Shapiro              President                         73
Kenneth S. Shapiro           Vice-President                    45
Lester D. Shapiro            Secretary/Treasurer/Director      36
Nathan Tattar                Director                          76
John B. Orr                  Director                          38
Adam Varrenti, Jr.           Director                          48

Directors' terms expire when their successors are duly elected by the sole 
shareholder of ELCOA.  Officers' terms shall continue until their successors 
are selected by the Board of Directors.

    William Shapiro, the father of Kenneth and Lester Shapiro, holds degrees 
from Temple University Schools of Business and Law.  He is a practicing 
attorney.  He has been the President, Chief Executive Officer and Director of 
Walnut since 1969.  For the last twenty-nine years, he has been the President, 
Chief Executive Officer, Director and sole shareholder of Walnut Associates, 
Inc., the sole shareholder of Walnut.  He has been President of William 
Shapiro, Esq., P.C., a law firm, since 1976.  He was a Director of Kulicke and 
Soffa Industries, Inc., a publicly held manufacturing company until August, 
1987.  Mr. Shapiro is also an officer, Director and sole shareholder of Welco 
Securities, Inc. since 1983, President of ELCOA since 1986, and President and a 
Director of Financial Data, Inc.

    Kenneth S. Shapiro, the son of William Shapiro, and brother of Lester 
Shapiro, is a graduate of Boston University's School of Business and School of 
Law.  He is a practicing attorney and a Certified Public Accountant.  Upon 
graduation from law school in 1977, he was employed by Touche Ross & Co., 
Certified Public Accountants, as a Tax Consultant.  In 1977 he became a Director
of Walnut and was employed as its Controller from September 1979 to 1983, when 
he became its Vice-President.  In addition to being Vice-President of Walnut, he
is the President and a Director of Welco Securities, Inc. He had been a member 
of the part-time faculty in Accounting and Taxation at Beaver College, 
Glenside, Pennsylvania from September, 1978 to May, 1994.

    Lester D. Shapiro, the son of William Shapiro and brother of Kenneth S. 
Shapiro, is a graduate of New York University's College of Business and Public 
Administration, having majored in accounting and management.  He has also 
received a Masters of Business Administration degree from New York University 
in June 1985.  Since 1981, he has also been engaged in the purchasing and 
resale of used business equipment on his own behalf, and since March 1986, 

                                       37
<PAGE>
<PAGE>39

has been the President and sole shareholder of Shapiro Business Machines, Inc., 
a dealer in used business equipment.  He has been a Director of Walnut since 
September, 1983, and a Director and Secretary/Treasurer of ELCOA since 
inception.

    John B. Orr received his Bachelor of Science degree in Business 
Administration from Drexel University in 1981.  From 1983 to July, 1989 he 
worked as an independent floor broker with Jordan Investments, and as a trader 
with Susquehanna Investment Group, both members of the Philadelphia Stock 
Exchange.  From July 1989 through July, 1992, he was employed as a Vice 
President, director and shareholder of Wynncroft Options, Inc., a specialist 
trading firm on the floor of the Philadelphia Stock Exchange.  From July, 1992, 
through April, 1994 he was employed with Group One Limited, an options trading 
firm and member of various exchanges.  His is now the President of Tempest 
Trading Partners, Inc., an options trader on the floor of the Philadelphia 
Stock Exchange.  He has been a Director of ELCOA since inception.

    Nathan Tattar received his Bachelor of Arts degree from Washington College, 
Chestertown, Maryland; his C.L.U. (Chartered Life Underwriter) from the 
American College in 1955; and the R.H.U. (Registered Health Underwriter) 
designation from the Health Insurance Council in 1972.  He is also a charter 
recipient of the L.U.T.C.F. designation from the Life Underwriter's Training 
Council.  He has maintained his own life insurance agency since 1970 in 
Philadelphia, Pennsylvania, and has been active for 40 years in the life, 
health and pension insurance field.  He is an active member in the Boy Scouts 
of America and presently serves on its Executive Board.  He is also a member of 
the Insurance and Capital Fund Raising Committees of the Cradle of Liberty 
Council, and presently serves on the Executive Board.  He has been a Director 
of ELCOA since inception.  He is also licensed as a registered representative 
and a Director with Welco Securities, Inc., a member firm of the NASD 
Regulation, Inc., and Underwriter of the Debentures.

    Adam Varrenti Jr., received his Bachelor of Science degree in Business 
Administration from Villanova University.  Since 1982, he has been the sole 
proprietor of the Diversified Financial Group, West Chester, Pennsylvania.  Mr. 
Varrenti received his C.L.U. (Chartered Life Underwriter) and his ChFC 
(Chartered Financial Consultant) designations from the American College in 1981 
and 1985, respectively.  He is also registered with the NASD through John 
Hancock Distributors, Inc., as a mutual fund salesman.  He has been a Director 
of ELCOA since inception.

    ELCOA's Certificate of Incorporation adopts a provision of the Delaware 
General Corporation Law which provides that a director of a corporation will 
not be personally liable to the corporation or it shareholders for monetary 
damages for breach of fiduciary duty of care as a director, including breaches 
which constitute gross negligence.  However, this provision does not eliminate 
or limit the liability of a director of a corporation (i) for breach of the 
director's duty of loyalty to the corporation or its shareholders, (ii) for 
acts or omissions not in good faith or which involve intentional misconduct or 
a knowing violation of law, (iii) under Section 174 of the Delaware General 
Corporation Law (relating to unlawful payments of dividends or unlawful stock 
repurchases or redemptions), (iv) for any personal benefit derived or (v) for 
breaches of a director's responsibilities under the federal securities laws.




                                       38
<PAGE>
<PAGE>40

ITEM 11.  EXECUTIVE COMPENSATION

    All management decisions for ELCOA, including the purchase of equipment for 
lease, are made by ELCOA by its officers under the direction of its Board of 
Directors.  It is expected that the officers of ELCOA will be required to 
devote only a small portion of their time to the affairs of ELCOA and are not 
expected to be compensated by ELCOA.  ELCOA has no employee benefit plan.

    No compensation has been paid to any director or officer of ELCOA since 
incorporation, and none is likely without the approval of the Board of 
Directors.  The officers of ELCOA will not be compensated by ELCOA for their 
services as directors, although the directors are paid $500 per meeting 
attended and will be reimbursed for expenses reasonably incurred in connection 
with their services on behalf of ELCOA.  ELCOA's By-Laws provide that directors 
and officers of ELCOA may be indemnified against liabilities incurred in 
connection with their services on behalf of ELCOA.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    All of the common stock of ELCOA presently outstanding is owned by Walnut, 
and 100% of the common stock of Walnut is owned by Walnut Associates, Inc., of 
which Mr. William Shapiro is the sole shareholder.  Therefore, Mr. Shapiro, 
Walnut Associates, Inc., and Walnut may be deemed "parents" of ELCOA as that 
term is so defined under the Securities Act of 1933, as amended.  For a 
discussion of the transactions between these affiliated parties, see Note 8 to 
the Financial Statements for the three fiscal years ended April 30, 1997.  The 
address of Walnut and Walnut Associates, Inc. is Suite 200, One Belmont Avenue, 
Bala Cynwyd, PA 19004.  All future loans to company officers, directors, 
affiliates and/or controlling shareholders will be made for bonafide business 
purposes, and will be approved by a majority of the directors of ELCOA, 
including a majority of those disinterested directors.  All future transactions 
with the above reference parties will be on terms no less favorable than could 
be obtained from unaffiliated parties, and shall be approved by a majority of 
the directors of ELCOA, including a majority of those disinterested directors.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    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 certificate 
sold. ELCOA also reimburses Welco for its out-of-pocket costs associated with 
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, 1997, 1996 and 1995, 
were $150,332, $182,155, and $170,642, 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, 1997, 1996, and 1995 these origination costs totaled $312,970, 

                                       39
<PAGE>
<PAGE>41

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (continued)

$252,370, and $281,531, respectively, which includes reimbursement for 
commissions paid to outside lease brokers.  During the years ended April 30, 
1997, 1996, and 1995, 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, 1997, 1996 and 1995, were $501,722, $592,638, and $676,228, 
respectively.  As of April 30, 1997, the amount due ELCOA by Walnut of 
$8,777,220 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 $883,740, $536,334, and $365,438 for the fiscal 
years ended April 30, 1997, 1996 and 1995, 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, the terms of the intercompany agreement, 
and the accounting for parent company advances as a reduction of shareholder's 
equity.

    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 
outstanding 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.  For the years ended April 30, 1997, 1996 and 1995, these expenses 
totaled $98,926, $106,589, and $99,595, respectively.





















                                       40
<PAGE>
<PAGE>42

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

a)  1.  FINANCIAL STATEMENTS

<TABLE>
    Included in Part II of this report:
<CAPTION>
                                                                   Page
                                                                   ----
<S>                                                                <C>
        Independent Auditor's Reports                              21
        Balance Sheets                                             23
        Statements of Operations                                   25
        Statement of Changes in Shareholder's Deficit              26
        Statements of Cash Flows                                   27
        Notes to Financial Statements                              29

    2.  FINANCIAL STATEMENT SCHEDULE

    (a) Report on Schedule.                                        45

    (b) Schedule VIII - Valuation and Qualifying Accounts.         46

</TABLE>

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).
 


                                       41
<PAGE>
<PAGE>43

    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.)

    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).



                                       42
<PAGE>
<PAGE>44

    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)

   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)

   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).

                                       43
<PAGE>
<PAGE>45

   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).

  *27.1   Financial Data Schedule.

  *99.1   Form of Press Release dated as of August 8, 1997.

  *99.2   Form of Notice of filing petition for reorganization sent to holders 
          of ELCOA's debt securities.

  *       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, 1997.






































                                       44
<PAGE>
<PAGE>46

                             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, 1997 and 1996 and for each of the 
three years in the period ended April 30, 1997, 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
July 1, 1997






































                                       45
<PAGE>
<PAGE>47
<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, 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


For the Fiscal Year 
Ended April 30, 1997      $1,751,521   $1,044,080(B) $  986,675(C) $1,808,926

<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>
















                                       46
<PAGE>
<PAGE>48

                                   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:  August 13, 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:  August 13, 1997

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

Date:  August 13, 1997

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

Date:  August 13, 1997

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

Date:  August 13, 1997

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

Date:  August 13, 1997

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

Date:  August 13, 1997



<PAGE>
<PAGE>49
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
For the fiscal year ended                             Commission File Number
April 30, 1997                                        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)


                                 EXHIBIT VOLUME
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<PAGE>50
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                    EQUIPMENT LEASING CORPORATION OF AMERICA

                                 EXHIBIT INDEX

                                      10-K

<CAPTION>

Exhibit                                                           Sequential
Number    Description                                             Page Number
-------   -----------------------------------------------------   ------------
<S>       <C>                                                     <C>
27.1      Financial Data Schedule.                                51
                                                                 
99.1      Form of press release dated as of August 8, 1997.       52
                                                                 
99.2      Form of notice of filing petition for reorganization         
          sent to holders of ELCOA's debt securities.             53
                                                                 

                                                                 
                                                                 
</TABLE>