<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 quarterly period ended January 31, 1997
                                    ----------------
     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 February 15, 1997:  $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 January 31, 1997
         (unaudited) and April 30, 1996                                 1

         Statements of Operations; For the
         nine months ended January 31, 1997 and 1996
         and three months ended January 31, 1997
         and 1996 (unaudited)                                           3

         Statement of Changes in Shareholder's Deficit;
         For the nine months ended January 31, 1997                     4
         (unaudited)

         Statements of Cash Flows For the nine months 
         ended January 31, 1997 and 1996 (unaudited)                    5

         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


</TABLE>

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<TABLE>



                         EQUIPMENT LEASING CORPORATION OF AMERICA
                                      BALANCE SHEETS
                                      --------------


<CAPTION>

                                    January 31, 1997         April 30, 1996
                                    ----------------         --------------
                                      (Restated)               (Restated)
                                      (unaudited)
<S>                               <C>                          <C>
ASSETS

Direct finance leases:
    Aggregate future amounts
     receivable under lease
     contracts                        $18,077,502              $16,667,226
    Estimated residual value
     of equipment                       1,388,188                1,577,174

Initial direct cost, net                  473,696                  393,897

Less:
    Unearned income under
     lease contracts                   (3,817,489)              (3,347,395)
    Advance payments                     (544,709)                (516,658)
                                       ----------               ----------
                                       15,577,188               14,774,244
    Allowance for doubtful 
     lease receivables                 (1,815,566)              (1,751,521)
                                       ----------               ----------
                                       13,761,622               13,022,723

Cash and cash equivalents               2,662,884                9,260,482
Other assets                              429,260                  452,783
                                       ----------               ----------

    TOTAL ASSETS                      $16,853,766              $22,735,988
                                      ===========              ===========









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

<CAPTION>

                                   January 31, 1997          April 30, 1996
                                   ----------------          --------------
                                     (Restated)                (Restated)
                                     (unaudited)
<S>                                  <C>                       <C>

LIABILITIES

Amounts payable to
 equipment suppliers                 $      8,749              $     8,749
Accrued expenses and
 security deposits                         75,195                   65,809
Demand, fixed rate and
 money market thrift certificates      24,716,644               26,407,959
Accrued interest                        3,265,196                2,767,158
                                       ----------               ----------
                                       28,065,784               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                        (8,042,415)              (4,582,407)
Accumulated deficit                    (4,169,603)              (2,931,280)
                                      -----------               ----------
                                      (11,212,018)              (6,513,687)
                                       ----------                ---------
    TOTAL LIABILITIES AND
    SHAREHOLDER'S DEFICIT             $16,853,766              $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 Nine Months Ended January 31,   For the Three Months Ended January 31,
                                                     1997             1996                       1997             1996   
                                                  -----------      -----------                -----------      -----------
                                                  (unaudited)      (unaudited)                (unaudited)      (unaudited)
<S>                                              <C>               <C>                        <C>              <C>
Revenue:                                                                                                       
                                                                                                               
Income earned under                                                                                            
  direct finance lease contracts                 $  1,871,140      $ 1,977,590                $  617,672       $   614,602
                                                                                                               
                                                 ------------      -----------                ----------       -----------
Total revenue                                       1,871,140        1,977,590                   617,672           614,602
                                                 ------------      -----------                ----------       -----------
Costs and expenses:                                                                                            
Interest expense, net                               1,599,583        1,441,302                   543,578           497,332
                                                                                                               
General and administrative expenses                   662,182          729,232                   204,509           244,784
                                                                                                               
Provision for doubtful lease receivables              847,698          514,769                   303,700           168,176
                                                 ------------      -----------                ----------       -----------
    Total costs and expenses                        3,109,463        2,685,303                 1,051,787           910,292
                                                 ------------      -----------                ----------       -----------
Loss before provision                                                                                          
  for income tax expense                          (1,238,323)         (707,713)                 (434,115)         (295,690)
                                                                                                               
Provision for income taxes                                                                                     
 - Federal (See Note 2)                                  ---               ---                       ---               ---
 - State                                                 ---               ---                       ---               ---
                                                 -----------       -----------                ----------       -----------
Net Loss                                         $(1,238,323)      $  (707,713)               $ (434,115)      $  (295,690)
                                                 ===========       ===========                ==========       ===========
                                                                                                               

                                                                                                               
                                                                                                               

                                                                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 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
nine month period
ended January 31, 1997
(unaudited)                      --         --            --              --      (1,238,323)    (1,238,323)

Reclassification of net
increase in amount due
from parent                      --         --            --       (3,460,008)            --     (3,460,008)
                              -----     ------      --------      -----------    -----------   ------------
Balance, January 31, 1997     1,000     $1,000      $999,000      $(8,042,415)   $(4,169,603)  $(11,212,018)
(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 Nine Months Ended January 31,
                                                1997             1996
                                             -----------      -----------
                                             (unaudited)      (unaudited)
<S>                                          <C>              <C>
OPERATING ACTIVITIES
--------------------
Net Loss                                     $(1,238,323)     $ (707,713)
Adjustment to Reconcile Net Loss to Net
Cash from Operating Activities:
  Amortization of Deferred Debt Expenses         176,436         172,026
  Provision for doubtful lease receivables       847,698         514,769
Effects of Changes
  in other Operating Items:
  Accrued Expenses                                 9,386             450
  Accrued Interest                               498,038         451,302
  Other (net)                                   (152,913)       (164,337)
                                             -----------      ----------
Net Cash Provided By Operating Activities        140,322         266,497
                                             -----------      ----------

INVESTING ACTIVITIES
---------------------
Excess of Cash Received
  Over Lease Income Recorded                   4,316,048       4,765,807
Receipt of Advance Payments                      216,362         143,402
Purchase of Equipment
  for Direct Finance Leases                   (6,119,007)     (4,932,211)
                                             -----------      ----------
Net Cash Used In
  Investing Activities                       $(1,586,597)     $  (23,002)
                                             -----------      ----------










                             SEE ACCOMPANYING NOTES
                                       5
</TABLE>

<PAGE>
<PAGE>8
<TABLE>


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

<CAPTION>
                                                     (Restated)
                                        For the Nine Months Ended January 31,

                                                1997             1996
                                             -----------      -----------
                                             (unaudited)      (unaudited)
<S>                                          <C>              <C>

FINANCING ACTIVITIES
--------------------
Proceeds from Issuance
  of Demand and Fixed Rate Certificates      $3,351,242       $7,168,313
Net Advances to Parent                       (3,460,008)      (1,206,281)
Redemption of Demand, Fixed
  Rate, and Money Market Thrift 
  Certificates                               (5,042,557)      (5,195,690)
                                             ----------       ----------
Net Cash Provided by (used in)
  Financing Activities                       (5,151,323)         766,342
                                             ----------       ----------
Increase (Decrease) in Cash and 
   Cash Equivalents                          (6,597,598)       1,009,837
Cash and Cash Equivalents,
    Beginning of Year                         9,260,482        8,908,798
                                             ----------       ----------
Cash and Cash Equivalents,
    End of Period                            $2,662,884       $9,918,635
                                             ==========       ==========
                 















                             SEE ACCOMPANYING NOTES
                                       6

</TABLE>
    
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<PAGE>9
                    EQUIPMENT LEASING CORPORATION OF AMERICA
                     Notes to Interim Financial Statements
                  Nine Months Ended January 31, 1997 and 1996

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 ($293,054 and $191,700 
    for the nine months ended January 31, 1997 and 1996, 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 uncollectible accounts.  Any writeoffs of uncollectible 
    leases reduce the stated amount of ELCOA's reserves.  Write-offs of 
    delinquent leases totaled $783,652 and $471,988 during the nine month 
    periods ended January 31, 1997 and 1996, respectively, while ELCOA 
    increased these reserves by charges of $847,698 and $514,769 during the 
    nine month periods ended January 31, 1997 and 1996, respectively.


                                       7

<PAGE>
<PAGE>10
                    EQUIPMENT LEASING CORPORATION OF AMERICA
                     Notes to Interim Financial Statements
                  Nine Months Ended January 31, 1997 and 1996

    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 nine months ended January 31, 1997 and 1996, the provision for 
    federal and state income taxes consists of:

                          Nine Months Ended January 31,
                               1997             1996
                          ---------        ---------
         Current          $ 720,881        $ 805,106
         Deferred          (720,881)        (805,106)
                          ---------        --------- 
                          $     ---        $     --- 
                          =========        ========= 


                                       8
<PAGE>
<PAGE>11
                    EQUIPMENT LEASING CORPORATION OF AMERICA
                     Notes to Interim Financial Statements
                  Nine Months Ended January 31, 1997 and 1996

    INCOME TAXES - Continued

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

    OTHER ASSETS AND LIABILITIES

    Amounts payable to equipment suppliers in the amount of $8,749 as of 
    January 31, 1997 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 January 31, 1997 include $428,971 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 $139,755 at January 31, 1997 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 nine month periods ended January 31, 1997 and 1996 were 
    $176,436 and $172,026, respectively.  Also, $289,216 in commissions paid 
    for sale of the Demand, Fixed Rate and Money Market Thrift Certificates 
    included in Other Assets at January 31, 1997 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 January 31, 1997, 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 $10,143,628 and 
    $6,078,559 as of January 31, 1997 and April 30, 1996, respectively.    
    Accordingly, the previously reported statements of operations for the nine 
    and three months ended January 31, 1997 and 1996 have been restated as 
    follows:
                                For the nine months       For the three months
                                ended January 31,         ended January 31,
                                     1997        1996        1997        1996
    Net loss as                      ----        ----        ----        ----
    previously reported         $  (633,262)  $(314,087)  $(193,069)  $(142,951)

    Effect of restatement of
    interest income from parent    (605,061)   (393,626)   (241,046)   (152,739)
                                -----------   ---------   ---------   ---------
    Net loss as restated        $(1,238,323)  $(707,713)  $(434,115)  $(295,690)

    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 NINE MONTHS ENDED JANUARY 31, 1997 AND 1996.

    Revenues of $1,871,140 and $1,977,590 were recognized during the nine 
    months ended January 31, 1997 and 1996, respectively.  Revenues decreased 
    $106,450 or 5.4% 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 nine month periods 
    ended January 31, 1997, and 1996, $8,183,644 and $6,499,838, respectively, 
    in new gross finance lease receivables were added to the portfolio of 
    outstanding leases, corresponding to equipment purchases of $6,119,007 and 
    $4,932,211, respectively.  Unearned income under direct finance leases, net 
    of initial direct costs, reflected a net increase of $390,295 during the 
    nine months ended January 31, 1997, which resulted from an increase in the 
    aggregate amount of outstanding direct financing leases.  During the nine 
    month period ended January 31, 1996, unearned income, net of initial direct 
    costs, had decreased $261,115, corresponding with an overall decrease in 
    the amount of direct finance leases outstanding during that period.  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 nine 
    month period ended January 31, 1997 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 $293,054 and $191,700, respectively, were capitalized in 
    accordance with FAS No. 91 during the nine months ended January 31, 1997 
    and 1996.  See Footnote 2 to the Financial Statements for the nine month 
    interim period ended January 31, 1997.

    General and administrative expenses for the nine month periods ended 
    January 31, 1997 and 1996 were $662,182 and $729,232, respectively.  
    Included in these expenses were $362,232 and $435,253, respectively, in 
    monthly servicing fees representing a reimbursement to Walnut for the 
    servicing and administration of ELCOA's outstanding leases at a cost of 
    $6.50 per account per month.  As of January 31, 1997 and 1996, there were 
    5,903 and 6,936 of direct finance leases outstanding, respectively.  Also 
    included in general and administrative expenses for the nine months ended 
    January 31, 1997 and 1996 are $176,436 and $172,026, respectively, which 
    represents the amortization of the deferred registration and solicitation 
    expenses which are included in "Other Assets" on the Balance Sheet at 
    January 31, 1997 and 1996.  See Footnote 2 to the Financial Statements for 
    a more detailed discussion of the calculation of the amortization expense.  
    ELCOA paid Walnut $20,000 and $19,500 during the nine month periods ended 
    January 31, 1997 and 1996, respectively, 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 $73,062 and $79,479, respectively, in transfer 

                                       10
<PAGE>
<PAGE>13

    service fees paid to Financial Data, Inc., an affiliate.  These expenses 
    approximate the actual costs incurred in the services performed, which 
    decreased during the nine months ended January 31, 1997 as a result of the 
    suspension of sales of certificates from September 1, 1996 to January 31, 
    1997.  See "Other Information" below.
   
    For the nine months ended January 31, 1997 and 1996, ELCOA recognized 
    expenses of $847,698 and $514,769, 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 January 31, 1997 and 1996.  During the nine 
    months ended January 31, 1997, ELCOA re-analyzed its method of calculating 
    its allowance for doubtful lease receivables which resulted in the 
    restatement of the allowance for the previous five years in addition to 
    increasing the provision for the current nine month period. 
    
    Past due accounts four or more monthly payments past due (on a strict 
    contractual basis) as of January 31, 1997 were $5,521,887 or 30.6% of the 
    $18,077,502 in aggregate future lease receivables outstanding at that date. 
    These delinquencies decreased 1.4 percentage points from the amount of 
    $5,328,439 or 32.0% of aggregate receivables outstanding at April 30, 1996. 
    Management is continuing its efforts in pursuit of collections of all past 
    due lease receivables.
   
    During the nine months ended January 31, 1997 and 1996, ELCOA incurred 
    $1,599,583 and $1,441,302, respectively in interest expense (net) on its 
    outstanding Demand, Fixed Rate and Money Market Thrift Certificates.  
    Accrued interest thereon of $3,265,196 and $2,778,010, respectively, were 
    outstanding at January 31, 1997 and 1996.  These expenses were reduced by 
    interest income of $235,714 and $371,028, respectively during the nine 
    months ended January 31, 1997 and 1996.  ELCOA's excess cash is invested in 
    short-term U.S. Government Treasury Bills, having three month maturities, 
    with interest rates of 5.0% at January 31, 1997 and 1996.  The average 
    rates of interest paid on the Certificates (including accrued interest 
    thereon) were approximately 8.6% during the nine month periods ended 
    January 31, 1997 and 1996.  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 nine months ended January 31, 1997 and 1996, 
    ELCOA earned $605,061 and $393,626, 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 nine month periods ended January 31, 1997 and 1996, 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 

                                       11
<PAGE>
<PAGE>14

    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 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 these certificates were suspended 
    beginning September 1, 1996 pending the registration of an offering of 
    $45,200,000 of Certificates which was declared effective on January 31, 
    1997.  As a result, proceeds from the issuance of Demand and Fixed Rate 
    Certificates decreased $3,817,071 or 53.3% during the nine months ended 
    January 31, 1997 as compared to the nine months ended January 31, 1996.  
    See Item 5 to this report.  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 nine month periods ended January 31, 1997 and 1996.
   
    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 balances 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 nine 
    months ended January 31, 1997 of $3,460,008 increased the shareholder's 
    deficit at January 31, 1997 by this amount.

ITEM 5.  OTHER INFORMATION

    Post-Effective Amendment Number 3 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 filed on 
    December 23, 1996.  On January 21, 1997, and January 30, 1997 the Company 
    filed Post-Effective Amendments Number 4 and 5, respectively, to update 
    financial disclosures to include the results of operations for the quarter 
    ended October 31, 1996.  This offering was declared effective on January 
    31, 1997, at which time ELCOA recommenced the offering of these securities 
    to the public.  

    As a result of comments received from the Division of Corporation Finance 
    of the Securities and Exchange Commission, ELCOA voluntarily suspended 
    sales of debt securities.  ELCOA also filed amendment number 2 on Form 10-K 
    on May 28, 1997 to recalculate and reclassify the amount due from parent 
    and to recalculate interest income included in the financial statements for 
    the three fiscal years ended April 30, 1996.  To the extent applicable, the 
    financial statements contained in this amended Form 10-Q for the nine 
    months ended January 31, 1997 have been restated accordingly.
    
ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

    There were no reports on Form 8-K filed during the three months ended 
    January 31, 1997.

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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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