<PAGE>
<PAGE>1

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                             ----------------------
   
                             AMENDMENT NUMBER 2 TO
                                   FORM 10-Q

(Mark One)

/X/  Amendment Number 2 to Quarterly Report Pursuant to Section 13 or 15(d) of 
     the Securities Exchange Act of 1934
    
     For the quarterly period ended July 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 classes of 
common stock, as of August 31, 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.

<PAGE>
<PAGE>2

<TABLE>

                    EQUIPMENT LEASING CORPORATION OF AMERICA

                                     INDEX
<CAPTION>


PART I. FINANCIAL INFORMATION                                     PAGE NUMBER
-----------------------------                                     -----------
<S>                                                                    <C>
    Item 1. Financial Statements

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

         Statements of Operations; For the
         Three months ended July 31, 1996 and 1995
         (unaudited)                                                   3

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

         Statements of Cash Flows For the
         Three months ended July 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>
<PAGE>
<PAGE>3
<TABLE>
   
                         EQUIPMENT LEASING CORPORATION OF AMERICA
                                      BALANCE SHEETS
                                      --------------
<CAPTION>

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

Direct finance leases:
    Aggregate future amounts
     receivable under lease
     contracts                        $16,917,870              $16,667,226
    Estimated residual value
     of equipment                       1,501,451                1,577,174
    Initial direct costs, net             395,455                  393,897
Less:
    Unearned income under
     lease contracts                   (3,398,087)              (3,347,395)
    Advance payments                     (517,834)                (516,658)
                                       ----------               ----------
                                       14,898,855               14,774,244
    Allowance for doubtful 
     lease receivables                 (1,745,786)              (1,751,521)
                                       ----------               ----------
                                       13,153,069               13,022,723

Cash and cash equivalents               8,566,389                9,260,482
Other assets                              480,460                  452,783
                                       ----------               ----------

    TOTAL ASSETS                      $22,199,918              $22,735,988
                                      ===========              ===========
</TABLE>
















                                  SEE ACCOMPANYING NOTES
                                            1
<PAGE>
<PAGE>4
<TABLE>

                         EQUIPMENT LEASING CORPORATION OF AMERICA
                               BALANCE SHEETS - (Continued)
<CAPTION>


                                    July 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                      58,464                   65,809
Demand, Fixed Rate and
   Money Market Thrift
   Certificates                        26,560,094               26,407,959
Accrued interest                        2,921,626                2,767,158
                                       ----------               ----------
                                       29,548,933               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                        (4,997,318)              (4,582,407)
Accumulated deficit                    (3,351,697)              (2,931,280)
                                       ----------                ---------
                                       (7,349,015)              (6,513,687)
                                       ----------                ---------
TOTAL LIABILITIES AND
SHAREHOLDER'S DEFICIT                 $22,199,918              $22,735,988
                                      ===========              ===========
</TABLE>










                                  SEE ACCOMPANYING NOTES
                                            2
<PAGE>
<PAGE>5
<TABLE>
                       EQUIPMENT LEASING CORPORATION OF AMERICA
                               STATEMENTS OF OPERATIONS
<CAPTION>

                                                           (Restated)
                                               For the Three Months Ended July 31,
                                                    1996              1995
                                                 -----------       -----------
                                                 (unaudited)       (unaudited)
<S>                                              <C>               <C>
Revenue:                                                           
                                                                   
Income earned under                                                
  direct finance lease contracts                 $  612,570        $  714,521
                                                 ----------        ----------
Total revenue                                       612,570           714,521
                                                 ----------        ----------
Costs and expenses:                                                
Interest expense, net                               521,406           463,758
                                                                   
General and administrative expenses                 227,215           233,306
                                                                   
Provision for doubtful lease receivables            284,366           174,641
                                                 ----------        ----------
    Total costs and expenses                      1,032,987           871,705
                                                 ----------        ----------
                                                                   
Loss before provision                                              
  for income tax expense                           (420,417)         (157,184)
                                                                    
Provision for state income tax expense                  ---               ---
                                                 ----------        ----------
Net Loss                                         $ (420,417)       $ (157,184)
                                                 ==========        ==========
                                                                   

</TABLE>                                                           
                                                                   



















                                SEE ACCOMPANYING NOTES
                                          3
<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 
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
three month period
ended July 31, 1996
(unaudited)                      --         --            --             --       (420,417)      (420,417)

Reclassification of
net increase of amount
due from parent                  --         --            --       (414,911)            --       (414,911)
                              -----     ------      --------    -----------    -----------    -----------
Balance, July 31, 1996        1,000     $1,000      $999,000    $(4,997,318)   $(3,351,697)   $(7,349,015)
(unaudited)                   =====     ======      ========    ===========    ===========   ===========

                                           SEE ACCOMPANYING NOTES          
                                                     4          
</TABLE>

<PAGE>
<PAGE>7
<TABLE>

                     EQUIPMENT LEASING CORPORATION OF AMERICA
                             STATEMENTS OF CASH FLOWS
<CAPTION>

                                                     (Restated)
                                         For the Three Months Ended July 31,
                                                1996             1995   
                                             -----------      -----------
                                             (unaudited)      (unaudited)
<S>                                          <C>              <C>
OPERATING ACTIVITIES
--------------------
Net Loss                                     $  (420,417)     $  (157,184)
Adjustment to Reconcile Net 
Loss to Net Cash Provided by
Operating Activities:
  Amortization of Deferred Debt Expenses          67,856           44,576
  Provision for doubtful lease receivables       284,366          174,641
Effects of Changes
  in other Operating Items:
  Accrued Expenses                                (7,345)          (4,288)
  Accrued Interest                               154,468          151,087
  Other (net)                                    (95,533)         (45,080)
                                             -----------      -----------
Net Cash Provided by (Used in) Operating
  Activities                                     (16,605)         163,752
                                             -----------      -----------
INVESTMENT ACTIVITIES
---------------------
Excess of Cash Received
  Over Lease Income Recorded                   1,438,674        1,622,401
Receipt of Advance Payments                       60,069           39,801
Purchase of Equipment
  for Direct Finance Leases                   (1,913,455)      (1,727,175)
                                             -----------      -----------
Net Cash Used in
  Investing Activities                       $  (414,712)     $   (64,973)
                                             -----------      -----------

</TABLE>













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

                     EQUIPMENT LEASING CORPORATION OF AMERICA
                             STATEMENTS OF CASH FLOWS
<CAPTION>
                                                      (Restated)  
                                         For the Three Months Ended July 31,
                                                1996             1995   
                                             -----------      -----------
                                             (unaudited)      (unaudited)
<S>                                          <C>              <C>
FINANCING ACTIVITIES
--------------------
Proceeds from Issuance
  of Demand and Fixed Rate Certificates      $ 2,363,448      $ 3,014,550
Net Advances to Parent                          (414,911)         102,388
Redemption of Demand, Fixed
  Rate, and Money Market Thrift 
  Certificates                                (2,211,313)      (1,779,062)
                                             -----------      -----------
Net Cash Provided by (used in)
  Financing Activities                          (262,776)       1,337,876
                                             -----------      -----------
Increase (Decrease) in Cash 
  and cash equivalents                          (694,093)       1,436,655
Cash and cash equivalents, 
  Beginning of Year                            9,260,482        8,908,798
                                             -----------      -----------
Cash and cash equivalents, 
  End of Period                              $ 8,566,389      $10,345,453
                                             ===========      ===========
</TABLE>

    




















                              SEE ACCOMPANYING NOTES
                                        6
<PAGE>
<PAGE>9
                   EQUIPMENT LEASING CORPORATION OF AMERICA
                    Notes to Interim Financial Statements
                  Three Months Ended July 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") 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 ($73,594 and $66,429 for the three months ended July 
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 write-offs of uncollectable leases reduce 
the stated amount of ELCOA's reserves.  Write-offs of delinquent leases 
totaled $290,101 and $160,483 during the three month periods ended July 31, 
1996 and 1995, respectively, while ELCOA increased these reserves by charges 
of $284,366 and $174,641 during the three month periods ended July 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 basis of assets and 
liabilities that will result in taxable or deductible amounts in the future 
based on enacted tax laws and rates applicable to the periods in which the 
differences are expected to affect taxable income.  Valuation allowances are 
established when necessary to reduce deferred tax assets to the amount 
expected to be realized.  Income tax expense is the tax payable or refundable 
for the period plus or minus the change during the period in deferred tax 
assets and liabilities.

The net deferred tax asset as of April 30, 1996 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 three months ended July 31, 1996 and 1995, the provision for federal 
and state income taxes consists of:

                          Three Months Ended July 31,
                              1996             1995
                          --------         --------
         Current          $212,685         $271,098
         Deferred         (212,685)        (271,098)
                          --------         --------
                          $    ---         $    ---
                          ========         ========

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 July 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 as of July 31, 1996 include $480,172 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 $148,525 at July 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 three month periods ended July 31, 1996 and 1995 were $67,856 and 
$44,576, respectively.  Also, $331,647 in commissions paid for sale of the 
Demand, Fixed Rate and Money Market Thrift Certificates included in Other 
Assets as of July 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 July 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 $6,661,032 and 
$6,078,559 as of July 31, 1996 and April 30, 1996, respectively.    
Accordingly, the previously reported statements of operations for the three 
months ended July, 31, 1996 and 1995 have been restated as follows:


                                    For the three months ended July 31,
                                    1996                1995
                                    ----                ----

Net loss as previously reported     $(252,855)          $ (48,342)

Effect of restatement of interest
  income from parent                 (167,562)           (108,842)
                                    ---------           ---------  
Net loss as restated                $(420,417)          $(157,184)


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
<PAGE>
<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 THREE MONTHS ENDED JULY 31, 1996 AND 1995.

Revenues of $612,570 and $714,521 were recognized during the three months 
ended July 31, 1996 and 1995 respectively.  Revenues decreased $101,951 or 
14.3% as a result of the decrease in average 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 three month periods ended July 31, 1996 and 1995, $2,540,777 and 
$2,255,150, respectively, in new gross finance lease receivables were added 
to the portfolio of outstanding leases, corresponding to equipment purchases 
of $1,913,455 and $1,727,175, respectively.  Unearned income under direct 
finance leases reflected a net increase of $50,692 during the three months 
ended July 31, 1996 which resulted from an increase in new leases generated 
during the current period ended July 31, 1996.  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, as income earned from new lease volume is recognized over the term of 
each lease contract and not necessarily in the year the contract is entered.  
The Company is beginning to experience an increase in new leases received 
from its parent, Walnut.  Management expects new lease volume to continue to 
increase throughout the fiscal year as more leases become available for sale 
from Walnut as a result of certain refinements in Walnut's marketing efforts 
in attracting new leases.

Amounts paid under the service contract for lease origination in the amounts 
of $73,594 and $66,429, respectively, were capitalized in accordance with FAS 
No. 91 during the three months ended July 31, 1996, and 1995.  See Footnote 2 
to the Financial Statements.

General and administrative expenses for the three month periods ended July 
31, 1996 and 1995 were $227,215 and $233,306, respectively.  Included in 
these expenses were $124,417 and $152,282, 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 July 31, 1996 and 1995, there were 6,181 and 7,700 direct finance 
leases outstanding, respectively.  Also included in general and 
administrative expenses for the three months ended July 31, 1996 and 1995 are 
$67,856 and $44,576, respectively, which represents the amortization of the 
deferred registration and solicitation expenses which are included in "Other 
Assets" on the Balance Sheet as of July 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 $6,500 and $6,000, respectively, 
for the three month periods ended July 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 $26,201 and $26,563, 
respectively, in transfer service fees paid to Financial Data, Inc., an 
affiliate.  These expenses approximate the actual costs incurred for the 
services performed.

                                      10
<PAGE>
<PAGE>13

For the three months ended July 31, 1996 and 1995, ELCOA recognized expenses 
of $284,366 and $174,641, 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 July 31, 1996 and 1995.  During the three months ended July 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 July 31, 1996 were $5,257,143 or 31.1% of the 
$16,917,870 in aggregate future lease receivables outstanding at that date.  
These delinquencies decreased $71,294 or 1.3% from the amount of $5,328,437 
(32.0% of aggregate receivables) as of April 30, 1996.  Management is 
continuing its efforts in pursuit of collections of all past due lease 
receivables.
   
During the three months ended July 31, 1996 and 1995, ELCOA incurred $521,406 
and $463,758, respectively in interest expense (net) on the Demand, Fixed 
Rate and Money Market Thrift Certificates.  Accrued interest thereon of 
$2,921,626 and $2,477,795, respectively, were outstanding at July 31, 1996 
and 1995.  These expenses were reduced by interest income of $97,606 and 
$118,053, respectively during the three months ended July 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 5.2% and 5.5% at 
July 31, 1996 and 1995, respectively.  The average rates of interest paid on 
the Certificates (including accrued interest thereon) during these periods 
were approximately 8.4% and 8.5%, respectively, during the three month 
periods ended July 31, 1996 and 1995.  Effective July 1, 1991, ELCOA and 
Walnut, its parent, agreed to pay each other interest on any intercompany 
advances during each month.  Interest is charged at a rate equal to 2% above 
the prevailing "prime" rate of interest at Corestates Bank, Reading, 
Pennsylvania.  During the three months ended July 31, 1996 and 1995, ELCOA 
earned $167,562 and $108,842 respectively of interest income.  These amounts 
are not reflected in the statement of operations but rather were recorded as 
reductions to the intercompany receivable.
    
During the three month periods ended July 31, 1996 and 1995, no provisions 
for either state or federal income taxes were necessary.  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.






                                      11
<PAGE>
<PAGE>14
   
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 
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.  
Proceeds during the three months ended July 31, 1996 decreased as a result of 
management's efforts to reduce the amount of certificate purchases in an 
effort to reduce the excess cash on hand.  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 statement of operations.  As a result, the net increase in the amount due 
from parent during the three months ended July 31, 1996 of $414,911 increased 
the shareholder's deficit at July 31, 1996 by this amount.  See the Statement 
of Cash Flows on page 5 of this report for an analysis of the sources and 
uses of cash by ELCOA during the three month periods ended July 31, 1996 and 
1995.   
    
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.  The sale of these 
securities recommenced effective with that date.  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 July 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 July 
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
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    Date



























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