<PAGE>
<PAGE>1
                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                               ____________________
   
                             AMENDMENT NUMBER 1 TO
                                   FORM 10-Q

(Mark One)

/X/  Amendment Number 1 to Quarterly Report Pursuant to Section 13 or 15(d) of 
     the Securities Exchange Act of 1934
    
     For the period ended October 31, 1996
                          ----------------
     or

/ /  Transition Report Pursuant to Section 13 or 15(d) of the Securities 
     Exchange Act of 1934

     For the transition period from --------------- to -------------------
     Commission File Number: 33-65814
                             --------  
                    EQUIPMENT LEASING CORPORATION OF AMERICA
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)

DELAWARE                                              23-2408914
--------                                              ----------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification Number)


           Suite 76, 501 Silverside Road, Wilmington, Delaware 19809
           ---------------------------------------------------------
           (Address of principal executive offices)        (Zip Code)

                                 (302)-798-2335
                          (Toll Free:  1-800-523-5644)
                          ---------------------------
              (Registrant's telephone number, including area code)

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 the number of shares outstanding of each of the issuer's class of 
common stock, as of December 15, 1996: $1.00 par value common stock - 1,000 
shares.

REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(A) AND 
(B) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE 
FORMAT.

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<TABLE>

                       EQUIPMENT LEASING CORPORATION OF AMERICA

                                        INDEX

<CAPTION>
Part I.  Financial Information                                       Page Number
------------------------------                                       -----------

<S>                                                                       <C>
         Item 1.  Financial Statements

                  Balance Sheets as of October 31, 1996
                  (unaudited) and April 30, 1996                          1-2

                  Statements of Operations; For the
                  Six months ended October 31, 1996 and 1995
                  and three months ended October 31, 1996
                  and 1995 (unaudited)                                    3

                  Statement of Changes in Shareholder's Deficit;
                  For the Six months ended October 31, 1996               4
                  (unaudited)

                  Statements of Cash Flows For the
                  Six months ended October 31, 1996 and 1995
                  (unaudited)                                             5-6

                  Notes to Financial Statements                           7


         Item 2.  Management's Narrative Analysis of
                  The Results of Operations as Permitted
                  by General Instruction H(1)(A) and (B)                  10


Part II.  Other Information
---------------------------

         Item 5.  Other Information                                       12

         Item 6.  Exhibits and Reports on Form 8-K                        12


</TABLE>
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<TABLE>
   
                         EQUIPMENT LEASING CORPORATION OF AMERICA
                                      BALANCE SHEETS
                                       ------------
<CAPTION>

                                    October 31, 1996         April 30, 1996
                                    ----------------         --------------
                                      (Restated)               (Restated)
                                      (unaudited)
<S>                                 <C>                        <C>
ASSETS

Direct finance leases:
    Aggregate future amounts
     receivable under lease
     contracts                        $17,003,620              $16,667,226
    Estimated residual value
     of equipment                       1,421,899                1,577,174
    Initial direct costs, net             435,863                  393,897
Less:
    Unearned income under
     lease contracts                   (3,479,772)              (3,347,395)
    Advance payments                     (515,489)                (516,658)
                                       ----------               ----------
                                       14,866,121               14,774,244
    Allowance for doubtful 
     lease receivables                 (1,699,850)              (1,751,521)
                                       ----------               ----------
                                       13,166,271               13,022,723

Cash and cash equivalents               6,176,821                9,260,482
Other assets                              443,920                  452,783
                                       ----------               ----------

    TOTAL ASSETS                      $19,787,012              $22,735,988
                                      ===========              ===========
















                                  SEE ACCOMPANYING NOTES
                                            1
</TABLE>
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<TABLE>
                         EQUIPMENT LEASING CORPORATION OF AMERICA
                               BALANCE SHEETS - (Continued)
                                       ------------
<CAPTION>

                                    October 31, 1996         April 30, 1996
                                    ----------------         --------------
                                      (Restated)               (Restated)
                                      (unaudited)
<S>                                 <C>                        <C>
LIABILITIES

Amounts payable to
  equipment suppliers                      $8,749                   $8,749
Accrued expenses and
  security deposits                        60,929                   65,809
Demand, Fixed Rate and
  Money Market Thrift Certificates     25,931,241               26,407,959
Accrued interest                        3,228,787                2,767,158
                                       ----------               ----------
                                       29,229,706               29,249,675

SHAREHOLDER'S DEFICIT             

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                        (6,707,206)              (4,582,407)
Accumulated deficit                    (3,735,488)              (2,931,280)
                                       ----------               ----------
                                       (9,442,694)              (6,513,687)
                                       ----------                ---------
    TOTAL LIABILITIES AND
    SHAREHOLDER'S DEFICIT             $19,787,012              $22,735,988
                                      ===========              ===========












                                  SEE ACCOMPANYING NOTES
                                            2
</TABLE>
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<PAGE>5
<TABLE>
                                                          EQUIPMENT LEASING CORPORATION OF AMERICA
                                                                  STATEMENTS OF OPERATIONS
<CAPTION>
                                                         (Restated)                               (Restated)
                                            For the Six Months Ended October 31,  For the Three Months Ended October 31,
                                                        1996           1995                  1996             1995
                                                 -----------    -----------           -----------      -----------
                                                 (unaudited)    (unaudited)           (unaudited)      (unaudited)
<S>                                              <C>            <C>                   <C>               <C>
Revenue:                                                                                                
                                                                                                        
Income earned under                                                                                     
  direct finance lease contracts                 $1,253,468     $1,362,988            $  640,898        $  648,467
                                                 ----------     ----------            ----------        ----------
Total revenue                                     1,253,468      1,362,988               640,898           648,467
                                                 ----------     ----------            ----------        ----------
Costs and expenses:                                                                                     
                                                                                                        
Interest expense, net                             1,056,005        943,970               534,599           480,212
                                                                                                        
General and administrative expenses                 457,673        484,448               230,458           251,142
                                                                                                        
Provision for doubtful lease receivables            543,998        346,593               259,632           171,952
                                                 ----------     ----------            ----------        ----------
    Total costs and expenses                      2,057,676      1,775,011             1,024,689           903,306
                                                 ----------     ----------            ----------        ----------
Loss before provision                                                                                   
  for income tax expense                           (804,208)      (412,023)             (383,791)         (254,839)
                                                                                                        
Provision for state income tax expense                  ---            ---                   ---               --- 
                                                 ----------     ----------            ----------        ----------
Net Loss                                         $ (804,208)    $ (412,023)           $ (383,791)       $ (254,839)
                                                 ==========     ===========           ===========       ===========
                                                                                                        

                                                                                                        
                                                                                                        

                                                                SEE ACCOMPANYING NOTES
                                                                          3
</TABLE>
<PAGE>
<PAGE>6
<TABLE>
                                       EQUIPMENT LEASING CORPORATION OF AMERICA
                                    STATEMENT OF CHANGES IN SHAREHOLDER'S DEFICIT
                                                      (Restated)
<CAPTION>
                                 Common Stock   
                              -----------------
                              ($1.00 Par Value)
                                 1,000 shares
                                  Authorized
                              -----------------     Additional                                    Total
                                No. of shares       Paid-In      Due From       Accumulated   Shareholder's
                              Issued    Amount      Capital      Parent         Deficit       Deficit       
                              ------    -------     ----------   -----------    -----------   ---------------
<S>                           <C>       <C>         <C>          <C>            <C>           <C>
Balance, April 30, 1996,
previously reported           1,000     $1,000      $999,000     $        --    $(1,435,128)   $  (435,128)

Prior year effect of 
restatement of interest
income from parent               --         --            --              --     (1,496,152)    (1,496,152)

Reclassification of net
amounts due from parent          --         --            --      (4,582,407)            --     (4,582,407)
                              -----      -----       -------     -----------     -----------    -----------
Balance, May 1, 1996,
as restated                   1,000      1,000       999,000      (4,582,407)    (2,931,280)    (6,513,687)

Net Loss for the
six month period
ended October 31, 1996
(unaudited)                      --         --            --              --       (804,208)      (804,208)

Reclassification of net 
increase of amount due
from parent                      --         --            --      (2,124,799)             --     (2,124,799)
                              -----      -----       -------     -----------     -----------    -----------
Balance, October 31, 1996     1,000     $1,000      $999,000     $(6,707,206)   $(3,735,488)   $(9,442,694)
(unaudited)                   =====     ======      ========     ===========    ===========     ==========

                                                SEE ACCOMPANYING NOTES
                                                          4
</TABLE>
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<PAGE>7
<TABLE>

                         EQUIPMENT LEASING CORPORATION OF AMERICA
                                 STATEMENTS OF CASH FLOWS


<CAPTION>
                                                        (Restated)
                                           For the Six Months Ended October 31,
                                                    1996               1995
                                            ------------       ------------
                                            (unaudited)        (unaudited)
<S>                                          <C>                <C>
OPERATING ACTIVITIES
--------------------
Net Loss                                     $  (804,208)       $  (412,023)
Adjustment to Reconcile
  Net Loss to Net Cash Provided by
  Operating Activities:
  Amortization of Deferred Debt Expenses         130,329            108,024
  Provision for doubtful lease receivables       543,998            346,593
Effects of Changes
  in other Operating Items:
  Accrued Expenses                                (4,880)           (11,228)
  Accrued Interest                               461,629            277,866
  Other (net)                                   (121,466)          (128,705)
                                             -----------        -----------
Net Cash Provided by Operating Activities        205,402            180,527
                                             -----------        -----------

INVESTING ACTIVITIES
---------------------
Excess of Cash Received
  Over Lease Income Recorded                   2,906,791          3,275,370
Receipt of Advance Payments                      141,088             91,004
Purchase of Equipment
  for Direct Finance Leases                   (3,735,425)        (3,344,014)
                                             -----------        -----------

Net Cash Provided by (Used in)
  Investing Activities                       $  (687,546)       $    22,360
                                             -----------        -----------









                                  SEE ACCOMPANYING NOTES
                                            5
</TABLE>
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<PAGE>8
<TABLE>

                         EQUIPMENT LEASING CORPORATION OF AMERICA
                          STATEMENTS OF CASH FLOWS - (Continued)


<CAPTION>
                                                      (Restated)
                                         For the Six Months Ended October 31,
                                                    1996             1995
                                             -----------      -----------
                                             (unaudited)      (unaudited)
<S>                                          <C>               <C>
FINANCING ACTIVITIES
--------------------
Proceeds from Issuance
  of Demand and Fixed Rate Certificates      $ 3,096,902       $ 5,533,126
Net Advances to Parent                        (2,124,799)         (585,368)
Redemption of Demand, Fixed
  Rate, and Money Market Thrift 
  Certificates                                (3,573,620)       (3,757,861)
                                             -----------       -----------
Net Cash Provided by (Used in)
  Financing Activities                        (2,601,517)        1,189,897
                                             -----------       -----------
Increase (Decrease) in Cash
  and cash equivalents                        (3,083,661)        1,392,784
Cash and cash equivalents, 
  Beginning of year                            9,260,482         8,908,798
                                             -----------       -----------
Cash and cash equivalents,
  End of Period                             $  6,176,821       $10,301,582
                                             ===========       ===========


        















                                  SEE ACCOMPANYING NOTES
                                            6
</TABLE>
    
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<PAGE>9
                    EQUIPMENT LEASING CORPORATION OF AMERICA
                     Notes to Interim Financial Statements
                   Six Months Ended October 31, 1996 and 1995


1.  FINANCIAL STATEMENT PRESENTATION

    The unaudited financial statements presented herein have been prepared in 
    accordance with the instructions to Form 10-Q and do not include all of 
    the information and note disclosures required by generally accepted 
    accounting principles.  These statements should be read in conjunction 
    with the audited financial statements and notes thereto as of April 30, 
    1996.  The accompanying financial statements have not been audited by 
    independent accountants, but in the opinion of management, such financial 
    statements include all adjustments, consisting only of normal recurring 
    adjustments, necessary to summarize fairly the results of operations and 
    are not necessarily indicative of the results to be expected for the full 
    year.

    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.

2.  ACCOUNTING POLICIES

    ACCOUNTING FOR LEASES

    Equipment Leasing Corporation of America ("ELCOA")'s lease contracts 
    provide for total noncancellable rentals which exceed the cost of leased 
    equipment and, accordingly, are accounted for as direct finance leases.  
    At inception, ELCOA records the gross lease receivable, the estimated 
    residual value of the leased equipment, and the unearned lease income.  
    The unearned lease income represents the excess of the gross lease 
    receivable at inception of the contract plus the estimated residual value 
    over the cost of the equipment being leased.  ELCOA utilizes the 
    "effective" or interest method in recognizing the remainder of unearned 
    income.  For leases originated after April 30, 1988, the Company has 
    changed its method of accounting to conform with the requirements of FAS 
    No. 91 "Accounting for Non Refundable Fees and Costs Associated with 
    Originating or Acquiring Loans and Initial Direct Cost of Leases".  Under 
    this method a portion of the initial direct costs as defined by FAS No. 91 
    ($189,624 and $130,565 for the six months ended October 31, 1996 and 1995, 
    respectively), were accounted for as part of the Investment in Direct 
    Financing Leases.  Unearned income is earned and initial direct costs are 
    amortized to income using the effective method over the term of the lease.

    ELCOA provides a provision for doubtful accounts based upon a periodic 
    review (not less than quarterly) of its outstanding lease portfolio, and 
    provides a direct charge against operations to increase the amount of 
    stated reserves for uncollectable accounts.  Any writeoffs of 
    uncollectable leases reduce the stated amount of ELCOA's reserves.  
    Write-offs of delinquent leases totaled $595,669 and $295,933 during the 
    six month periods ended October 31, 1996 and 1995, respectively, while 
    ELCOA increased these reserves by charges of $543,998 and $346,593 during 
    the six month periods ended October 31, 1996 and 1995, respectively.
                                       7
<PAGE>
<PAGE>10

    INCOME TAXES

    Effective May 1, 1993, the Company adopted Statement of Financial 
    Accounting Standard No. 109, "Accounting for Income Taxes" (SFAS 109), 
    which requires an asset and liability approach to financial accounting and 
    reporting for income taxes.  Deferred income tax assets and liabilities 
    are computed annually for differences between the financial statement and 
    tax bases of assets and liabilities that will result in taxable or 
    deductible amounts in the future based on enacted tax laws and rates 
    applicable to the periods in which the differences are expected to affect 
    taxable income.  Valuation allowances are established when necessary to 
    reduce deferred tax assets to the amount expected to be realized.  Income 
    tax expense is the tax payable or refundable for the period plus or minus 
    the change during the period in deferred tax assets and liabilities.

    The net deferred tax asset as of May 1, 1996 includes deferred tax assets 
    (liabilities) attributable to the following temporary deductible (taxable) 
    differences:

         Operating lease method vs. direct financing method    $1,467,000
         Provision for doubtful lease receivables                 472,000
         Other                                                    (32,000)
                                                               ----------
         Net deferred tax asset                                 1,907,000 
         Valuation allowance                                   (1,907,000)
                                                               ----------
         Net deferred tax asset after valuation allowance      $     ----
                                                               ==========

    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.

    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 six months ended October 31, 1996 and 1995, the provision for 
    federal and state income taxes consists of:

                         Six Months Ended October 31,
                               1996          1995
                           --------      --------
         Current           $416,627      $564,216
         Deferred          (416,627)     (564,216)
                           --------      --------
                           $    ---      $    ---
                           ========      ========

    The deferred tax benefit is  the change in the net deferred tax asset 
    arising from the available carry-back claim from its parent.

                                       8
<PAGE>
<PAGE>11

    OTHER ASSETS AND LIABILITIES

    Amounts payable to equipment suppliers in the amount of $8,749 as of 
    October 31, 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. 

    Other assets at October 31, 1996 include $443,631 in deferred expenses, 
    net of amortization, representing costs directly related to the Company's 
    registration and solicitation of Demand, Fixed Rate and Money Market 
    Thrift Certificates.  Registration expenses of $140,099 at October 31, 
    1996 are being amortized on a straight-line basis over the estimated 
    average lives of the debt to be issued under the registration statement.  
    Amortization of these deferred registration expenses and solicitation 
    costs charged to income during the six month periods ended October 31, 
    1996 and 1995 were $130,329 and $108,024, respectively.  Also, $303,532 in 
    commissions paid for sale of the Demand, Fixed Rate and Money Market 
    Thrift Certificates included in Other Assets at October 31, 1996 are being 
    amortized over the life of each respective certificate sold.
   
3.  RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

    Subsequent to the issuance of ELCOA's financial statements for the three 
    month period ended October 31, 1996, ELCOA recognized the necessity to 
    reclassify the amounts due from parent as a deduction from shareholder's 
    equity rather than as an asset.  In addition, the interest income earned 
    on the receivable was restated as a reduction to the intercompany 
    receivable, rather than income in the statements of operations.  The 
    effect of this restatement decreased assets and shareholder's equity by 
    $8,567,373 and $6,078,559 as of October 31, 1996 and April 30, 1996, 
    respectively.    Accordingly, the previously reported statements of 
    operations for the six and three months ended October 31, 1996 and 1995 
    have been restated as follows:

                            For the six months      For the three months
                             ended October 31,        ended October 31,
                             1996         1995         1996         1995
                             ----         ----         ----         ----

    Net loss as 
    previously reported   $(440,193)   $(171,136)   $(187,338)   $(122,794)

    Effect of restatement
    of interest income
    from parent            (364,015)    (240,887)    (196,453)    (132,045)
                          ---------    ---------    ---------    ---------  

    Net loss as restated  $(804,208)   $(412,023)   $(383,791)   $(254,839)

    As a result of this restatement, beginning accumulated deficit at April 30, 
    1996 has been restated to reflect an adjustment of $1,496,152 resulting in 
    a restated accumulated deficit of $2,931,280.
    

                                       9
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<PAGE>12
                    EQUIPMENT LEASING CORPORATION OF AMERICA
          MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS
              AS PERMITTED BY GENERAL INSTRUCTION H(1)(A) AND (B)

    RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED OCTOBER 31, 1996 AND 1995.

    Revenues of $1,253,468 and $1,362,988 were recognized during the six 
    months ended October 31, 1996 and 1995 respectively.  Revenues decreased 
    $109,520 or 8.04% as a result of changes in the composition of the aging 
    of the outstanding aggregate future receivables during these periods.  The 
    Company utilizes the "effective" method in recognizing income from 
    deferred income on its direct finance lease portfolio.  For a more 
    detailed discussion of the manner in which income is computed and 
    recognized, see Footnote 2 to the Financial Statements.  During the six 
    month periods ended October 31, 1996 and 1995, $4,965,522 and $4,358,100, 
    respectively, in new gross finance lease receivables were added to the 
    portfolio of outstanding leases, corresponding to equipment purchases of 
    $3,735,425 and $3,344,014, respectively.  Unearned income under direct 
    finance leases reflected a net increase of $132,377 during the six months 
    ended October 31, 1996 after having decreased $163,948 during the six 
    months ended October 31, 1995.  During a period in which new lease volume 
    grows, the rate of growth in new lease volume and unearned income will 
    exceed the rate of growth, if any, of income earned under direct finance 
    leases as unearned income is recognized over the term of the lease and not 
    necessarily in the year of origination.  Management attributes the 
    increase in new leases generated during the six month period ended October 
    31, 1996 to an increase in equipment available for purchase from its 
    parent, Walnut.

    Amounts paid under the service contract for lease origination in the 
    amounts of $189,624 and $130,565, respectively, were capitalized in 
    accordance with FAS No. 91 during the six months ended October 31, 1996, 
    and 1995.  See Footnote 2 to the Financial Statements for the six month 
    interim period ended October 31, 1996.

    General and administrative expenses for the six month periods ended 
    October 31, 1996 and 1995 were $457,673 and $484,448, respectively.  
    Included in these expenses were $245,466 and $297,505, respectively, in 
    monthly servicing fees which are to reimburse Walnut for the servicing and 
    administration of ELCOA's outstanding leases which are charged at $6.50 
    per account per month.  As of October 31, 1996 and 1995, there were 6,104 
    and 7,294 accounts outstanding, respectively.  Also included in general 
    and administrative expenses for the six months ended October 31, 1996 and 
    1995 are $130,329 and $108,024, respectively, which represents the 
    amortization of the deferred registration and solicitation expenses which 
    are included in "Other Assets" on the Balance Sheet at October 31, 1996 
    and 1995.  See Footnote 2 to the Financial Statements for a more detailed 
    discussion of the calculation of the amortization expense.  ELCOA paid 
    Walnut $13,000 during each of the six month periods ended October 31, 1996 
    and 1995, for bookkeeping fees.  These fees are to reimburse Walnut for 
    the routine bookkeeping functions performed for ELCOA and are charged at 
    $500 per week.  Also included in general and administrative expenses were 
    $50,398 and $53,292 respectively, in transfer service fees paid to 
    Financial Data, Inc., an affiliate.  These expenses approximate the actual 
    costs incurred in the services performed, which decreased during the six 
    months ended October 31, 1996 as a result of the suspension of sales of 

                                       10
<PAGE>
<PAGE>13

    certificates effective September 1, 1996 pending effectiveness of a 
    Post-effective amendment to a registration statement.  See "Other 
    Information below.

    For the six months ended October 31, 1996 and 1995, ELCOA recognized 
    expenses of $543,998 and $346,593, respectively, for its doubtful lease 
    receivable provision.  See Footnote 2 to the Financial Statements.  This 
    provision was recognized in order to maintain an adequate allowance, based 
    upon management's belief and historical experience, for anticipated 
    delinquencies and impairments from doubtful direct finance lease 
    receivables outstanding as of October 31, 1996 and 1995.  During the three 
    months ended October 31, 1996, ELCOA continued to conduct an extensive 
    review of the collectibility of all past due accounts, and wrote-off those 
    situations where further costs in pursuing legal remedies in collection 
    were considered to be unwarranted.  As a result, past due accounts four or 
    more monthly payments past due (on a strict contractual basis) as of 
    October 31, 1996 were $5,191,027 or 30.53% of the $17,003,620 in aggregate 
    future lease receivables outstanding at that date.  These delinquencies 
    decreased $137,410 or 2.58% from the amount of $5,328,437 (32.0% of 
    aggregate receivables) at April 30, 1996.  Management is continuing its 
    efforts in pursuit of collections of all past due lease receivables.
   
    During the six months ended October 31, 1996 and 1995, ELCOA incurred 
    $1,056,005 and $943,970, respectively in interest expense on the Demand, 
    Fixed Rate and Money Market Thrift Certificates.  Accrued interest thereon 
    of $3,228,787 and $2,604,574, respectively, were outstanding at October 
    31, 1996 and 1995.  These expenses were reduced by interest income of 
    $186,406 and $247,441, respectively during the six months ended October 
    31, 1996 and 1995.  ELCOA's excess cash is invested in short-term U.S. 
    Government Treasury Bills having maturities of three months, with interest 
    rates of 5.0% and 5.3% at October 31, 1996 and 1995, respectively.  The 
    average rates of interest paid on the Certificates (including accrued 
    interest thereon) during these periods were approximately 8.5% and 8.6%, 
    respectively, during the six month periods ended October 31, 1996 and 
    1995.  Effective January 1, 1991, ELCOA and Walnut, its parent, agreed to 
    pay each other interest on any intercompany advances during each month.  
    Interest will be charged at a rate equal to 2% above the prevailing 
    "prime" rate of interest at Corestates Bank, Reading, Pennsylvania.  During
    the six months ended October 31, 1996 and 1995, ELCOA earned $364,015 and 
    $240,887, respectively, of interest income under this agreement.  These 
    amounts are not reflected in the Statement of Operations, but rather were 
    recorded as reductions to the intercompany receivable.
    
    During the six month periods ended October 31, 1996 and 1995, ELCOA 
    recognized no provisions for state income taxes, or federal income taxes.  
    See Footnote 2 to the Financial Statements.

    CAPITAL RESOURCES AND LIQUIDITY

    ELCOA has financed its growth to date primarily from the proceeds of sale 
    of its debt securities, as well as from rental receipts from its 
    outstanding lease portfolio.  To date ELCOA has not experienced any 
    difficulty in financing the purchase of new equipment for lease.  Taking 
    into consideration new lease business, cash and unhypothecated leases on 
    hand, anticipated sales and redemptions of debt securities, and other 
    resources, it is management's opinion that its cash will be sufficient to 

                                       11
<PAGE>
<PAGE>14

    conduct its business and meet its anticipated obligations during the 
    current fiscal year.  No assurance can be given that the anticipated level 
    of sales of its offering of Demand and Fixed Rate Certificates will be 
    attained.  Sales of demand and fixed rate certificates were suspended 
    effective September 1, 1996, pending declaration of effectiveness of a 
    post-effective amendment to a registration statement.  As a result, 
    proceeds from the issuance of debt securities have decreased during the 
    current six months ended October 31, 1996 as compared to the same period 
    prior year.  See the Statement of Cash Flows on pages 5 and 6 of this 
    report for an analysis of the sources and uses of cash by ELCOA during the 
    six month periods ended October 31, 1996 and 1995.
   
    Advances to parent increased to fund general corporate purposes included 
    but not limited to purchase of equipment for lease and funds necessary to 
    maintain Walnut's operations.  Intercompany advances by ELCOA to Walnut, 
    its sole shareholder, have been treated as a deduction from equity in 
    ELCOA's balance sheet because of the relationship of the parties and the 
    control inherent in that relationship.  Interest otherwise received by 
    ELCOA from Walnut has been recorded as a reduction in the amount due from 
    its parent, and not as interest income in the statements of operations.  
    As a result, the net increase in the amount due from parent during the six 
    months ended October 31, 1996 of $2,124,799 increased the shareholder's 
    deficit at October 31, 1996 by this amount.
    

ITEM 5. OTHER INFORMATION
   
    On September 11, 1996, ELCOA filed a post-effective amendment to a 
    registration statement on Form S-2 in connection with the continuing offer 
    and sale of its debt securities.  Sales of these securities were suspended 
    effective September 1, 1996, pending declaration of effectiveness of this 
    post-effective amendment.  Post-Effective Amendment Number 5 to Form S-2 
    (SEC Registration Number 333-02497) relating to $45,200,000 in principal 
    amount of Demand and Fixed Rate Certificates remaining unsold from the 
    prior registration was declared effective on January 31, 1997 at which 
    time sales of debt securities re-commenced.  As a result of comments 
    received from the Division of Corporation Finance of the Securities and 
    Exchange Commission sales of debt securities were voluntarily suspended.

    As a result of comments received from the Division of Corporation Finance 
    of the Securities and Exchange Commission on April 3, 1997 and May 7, 
    1997, ELCOA restated and reclassified the amount due from parent and 
    restated interest income at April 30, 1996.  Reference is made to Form 
    10-K/A filed on May 28, 1997 to reflect the restatement of previously 
    filed financial statements.  To the extent applicable, the financial 
    statements contained in this amended Form 10-Q for the three months ended 
    October 31, 1996 have been restated accordingly.

    
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

    REPORTS ON FORM 8-K

    There were no reports on Form 8-K filed during the three months ended 
    October 31, 1996.


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                                   SIGNATURES


    Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.



                                     EQUIPMENT LEASING CORPORATION OF AMERICA
                                     ----------------------------------------
                                     (Registrant)




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



May 28, 1997
------------
    Date























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