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

                                 FORM 10-K
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
                For the fiscal year ended December 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:  0-13532
                    EQUIPMENT ASSET RECOVERY FUND, L.P.
          Exact name of registrant as specified in its charter

              Texas                     11-2661586
State or other jurisdiction of          I.R.S. Employer Identification
No.
incorporation or organization

Attn:  Andre Anderson
3 World Financial Center, 29th Floor,   10285-2900
New York, New York                      Zip Code
Address of principal executive offices

Registrant's telephone number, including area code:  (212) 526-3237

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                  UNITS OF LIMITED PARTNERSHIP INTEREST
                             Title of Class

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 shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                         Yes  X      No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [ X ]
No market for the limited partnership interests exists and therefore a market
value for the interests cannot be determined.
Documents Incorporated by Reference:
Portions of the Registrant's Prospectus dated February 2, 1984 filed pursuant
to rule 424(b) are incorporated by reference in PART I of this report.
Annual Report to Unitholders for the year ended December 31, 1997 is
incorporated by reference in PARTS I, II, III and IV of this report.
                                 PART I
Item 1.  Business
a. General Development of Business
Equipment Asset Recovery Fund, L.P. (the "Partnership") (formerly Hutton
Asset Recovery Fund), a Texas limited partnership, was formed to engage in
the business of acquiring various types of distressed assets in the energy
and construction industries, either directly or through partnerships, joint
ventures or other forms of indirect ownership, operating such assets under
management agreements with experienced operators (who may be affiliated with
the General Partners) or leasing such assets to users, and ultimately selling
such assets.  The general partners of the Partnership are Equipment
Management, Inc. ("EMI") (formerly Hutton Equipment Management, Inc.), a
Delaware corporation and an affiliate of Lehman Brothers Inc. ("Lehman")
(formerly Shearson Lehman Brothers Inc.) and Mr. Steven A. Webster (together,
the "General Partners") (see Item 10).

On February 2, 1984, the Partnership began the offering of limited
partnership interests in the Partnership (the "Units").  As of July 31, 1984,
the termination date of the offering, the Partnership had accepted
subscriptions for 32,722 Units for an aggregate of $16,361,000 (the holders
of such Units are referred to herein as "Limited Partners").  The net
proceeds of the offering after payment of organizational and offering costs
aggregated $14,114,418.  The General Partners made an aggregate cash
contribution of $1,000.  San Felipe Investors, a Texas general partnership,
(the "Special Limited Partner") made a cash contribution to the Partnership
of $1,000.

b. Financial Information About Industry Segments
The Partnership's sole business was the acquisition, ownership and operation
of such assets described above.  All of the Partnership's revenues, operating
profit or loss related solely to such industry segment.

c. Narrative Description of Business
The business of the Partnership was the acquisition of distressed assets,
directly or indirectly, for the purpose of operating them, either directly or
through partnerships or joint ventures in which the Partnership participates,
under management agreements with experienced operators and ultimately selling
such assets.  Reference is made to the section captioned "Investment and
Operating Objectives and Policies" contained on pages 18 through 24 of the
Prospectus for a description of the Partnership's objectives and policies
regarding the selection, operation, liquidation and financing of such assets,
which pages are incorporated herein by reference thereto.

Investments
The Partnership used the net proceeds of the public offering to acquire three
types of assets.  The Partnership purchased (i) four land drilling rigs, (ii)
an interest in a Texas partnership, GCH Venture ("GCH"), that purchased five
barge drilling rigs, nine crew boats and related property, and (iii) ten
construction cranes and an interest in a joint venture, DSC Venture ("DSC"),
which owned 49 cranes and related equipment and rented those cranes, the
cranes owned by the Partnership, and cranes owned by third parties.  Due
primarily to the severe decline in the oil and gas drilling industry that
occurred in 1986, after the purchase of assets in that industry, all of the
Partnership's assets in the oil and gas industry were either foreclosed on or
sold at a loss. During 1991, the Partnership received the final payments it
was owed by Falcon Drilling Inc. ("Falcon") from the disposition of its
interest in GCH.

Investment in Construction Cranes
As of December 31, 1995, the Partnership owned nine cranes outright, a ninety-
nine percent interest in DSC, which owned forty-four cranes and related
equipment, and a controlling interest in SFN Corporation ("SFN"), which owned
four cranes and two pieces of related equipment.  During the first nine
months of 1996, DSC and SFN sold a total of 12 cranes and two pieces of
related equipment for a total consideration of approximately $6,650,000.

Liquidating Sale
On November 27, 1996, the Partnership, DSC and SFN executed a sale (the
"Liquidating Sale") of their crane fleets, related equipment and existing
customer crane rental agreements to Western Crane Supply, Inc. ("Western"), a
Kennewick, Washington-based operator of construction cranes and an affiliate
of Neil F. Lampson, Inc., for a total consideration of $15.9 million cash.  A
detailed discussion of the Liquidating Sale is contained in Item 2.
"Properties", and Note 1 and Note 6 of the Notes to the Consolidated
Financial Statements contained in the Partnership's Annual Report to
Unitholders for the year ended December 31, 1997, filed as an exhibit under
Item 14.  As a result of the Liquidating Sale, the General Partners are in
the process of liquidating the Partnership.  SFN was liquidated in January
1997.

Structure of DSC
Effective October 1, 1984, the Partnership purchased ten Manitowoc crawler
type cranes (the "EARF Cranes") from Dayton-Scott Corporation, a Texas
corporation ("Dayton-Scott").  One EARF crane was subsequently sold.  The
Partnership leased the EARF Cranes to DSC, a joint venture formed by the
Partnership and Dayton-Scott, with each having an equal interest.  DSC was
formed to operate (i) the EARF Cranes, (ii) forty-nine cranes and seven
pieces of related equipment consisting of Towers and Ringers (the "Venture
Cranes") contributed by Dayton-Scott to DSC, and (iii) the five cranes, one
Tower and one Ringer owned by SFN Corporation (the "SFN Cranes") (the EARF
Cranes, the Venture Cranes and the SFN Cranes, together with all related
Towers, Ringers and equipment are referred to herein as the "Fleet"). A
discussion of the acquisition of the Fleet is incorporated by reference to
Notes 4, 5 and 6 of the Notes to the Consolidated Financial Statements
contained in the Partnership's Annual Report to Unitholders for the year
ended December 31, 1997, filed as an exhibit under Item 14.  Dayton-Scott no
longer holds an ownership interest in DSC (please see the reference in Note 4
to the Consolidated Financial Statements contained in the Partnership's
Annual Report to Unitholders for the year ended December 31, 1997, filed as
an exhibit under Item 14).

The cranes and related equipment owned and managed by DSC were in turn
managed and operated by Dayton-Scott Equipment Company ("DSEC") pursuant to a
management agreement between DSC and DSEC dated January 1, 1990, as last
amended on November 27, 1996.  DSEC had managed the cranes since their
acquisition by Dayton-Scott Corporation, a Texas corporation ("Dayton-Scott")
in early 1982 until disposition of the Fleet on November 27, 1996.  The
management agreement provided for the reimbursement by DSC of all expenses
related to the operation of the cranes and related equipment, including
salaries of DSEC's employees.  The agreement also provided for incentive
compensation to DSEC and for a sales commission to be paid to DSEC upon the
sale of certain cranes.  DSEC earned sales commissions of $23,875 from the
sale of three cranes during 1994, $40,783 from the sale of three cranes
during 1995 and $558,772 from the sale of the remaining assets in the Fleet
during 1996.
For the years ended December 31, 1996 and 1995, an incentive management fee
of $221,513 and $55,177, respectively, was earned by DSEC.  Due to the
Liquidating Sale, no incentive management fee was earned for the year ended
December 31, 1997. Additionally, DSEC was paid severance/termination fees of
$1,000,000 for the year ended December 31, 1996.
DSC's Debt to SFN
Effective April 30, 1992, SFN acquired all of the secured indebtedness of DSC
from Security Pacific (the "Security Pacific Debt") which had an aggregate
outstanding balance of principal and interest as of April 28, 1992 of
$11,968,171 (represented by four separate promissory notes).  In connection
with the acquisition of the Security Pacific Debt by SFN, Security Pacific
conveyed the following assets to SFN: (i) six cranes, one Ringer, and one
Tower (the "Security Pacific Equipment") previously owned by Security Pacific
and leased to DSC pursuant to an equipment lease (the "Security Pacific
Lease"), and (ii) the rights and obligations of Security Pacific under a Net
Profits Agreement ("Profits Agreement") previously entered into by and among
DSC, Security Pacific, and the Partnership.  The Security Pacific Debt, the
Security Pacific Equipment, the Security Pacific Lease, and the Profits
Agreement are collectively referred to as the "Security Pacific Assets."  On
August 26, 1993, a SFN-owned crane was sold pursuant to the terms of SFN's
agreement with Security Pacific to acquire the debt.  A second SFN-owned
crane was sold on May 15, 1995 pursuant to the terms of SFN's agreement to
acquire the debt.  A discussion of DSC's debt refinancing is incorporated by
reference to Notes 5 and 7 of the Consolidated Financial Statements contained
in the Partnership's Annual Report to Unitholders for the year ended December
31, 1997, filed as an exhibit under Item 14.

Employees
The Partnership has no employees.  Certain administrative and managerial
services are provided by the General Partners and certain affiliates.


Item 2.  Properties

On November 27, 1996, the Partnership, DSC and SFN executed the Liquidating
Sale.  The purchase price was determined by arms-length negotiations. There
is no material relationship between Western and the Partnership or any of its
affiliates, any director or officer of the Partnership, or any associate of
any such director or officer.  The Partnership received net proceeds of
$2,772,051 for its crane fleet and received $7,366,940 in distributions from
DSC attributable to its interest in the proceeds from the sale of the DSC
crane fleet.

As a result of the Liquidating Sale, as of December 31, 1997, the
Partnership, DSC and SFN owned no assets other than cash and the General
Partners are in the process of liquidating the Partnership.


Item 3.  Legal Proceedings

Incorporated by reference to Note 9 "Litigation" of the Notes to the
Consolidated Financial Statements contained in the Partnership's Annual
Report to Unitholders for the year ended December 31, 1997, filed as an
exhibit under Item 14.


Item 4.  Submission of Matters to a Vote of Security Holders

No matter was submitted to a vote of security holders of the Partnership
during the quarter ended December 31, 1997, through the solicitation of
proxies or otherwise.


                               PART II

Item 5.  Market for the Partnership's Limited Partnership Interests and
         Related Security Holder Matters.
The Units are not traded on any market, and it is not contemplated that any
public trading for the Units will develop.  As of December 31, 1997, the
number of Limited Partners was 1,839.
The Partnership did not make cash distributions to Limited Partners during
1996.  On March 6, 1997, the Partnership paid a special cash distribution, in
the amount of $300 per Unit, to Unitholders of record as of November 27,
1996. Such distribution represented a substantial portion of the net sales
proceeds and distributions from DSC received by the Partnership from the
Liquidating Sale.  The Partnership's remaining cash reserves will first be
used to provide for the Partnership's remaining liabilities and obligations
through dissolution following which any remaining cash will be distributed to
the partners upon liquidation.


Item 6.  Selected Financial Data.
The information set forth below should be read in conjunction with Item 7.
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" contained herein, and the Notes to the Consolidated Financial
Statements contained in the Partnership's Annual Report to Unitholders for
the year ended December 31, 1997, filed as an exhibit under Item 14.
Financial Highlights
(in thousands except per Unit data)

                                1997     1996     1995    1994     1993
   Rental Revenues             $    -   $ 4,239  $ 4,562 $  4,818 $  4,936
   Gain on Sale of Equipment        -    16,218      918      516      246
   Net Income (Loss)             (547)   11,600      354      255     (101)
   Net Income (Loss) per Unit  (15.87)   324.72        -     (.46)   (9.88)
   Total Assets                 1,910    15,584    8,422   10,534   11,953
   Loans Payable                    -         -    4,453    7,047    9,101
 Cash Distributions per Unit      -    300.00(a)     -        -        -

   (a)Paid on March 6, 1997 to Unitholders of record as of November 27, 1996.
      Reflects 1996 equipment sale activity including the November 1996
      Liquidating Sale.  Please refer to Note 6 of the Notes to the
      Consolidated Financial Statements.

Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Liquidity and Capital Resources

On November 27, 1996, the Partnership, DSC Venture ("DSC") and SFN
Corporation ("SFN") executed a sale (the "Liquidating Sale") of their crane
fleets, related equipment and existing customer crane rental agreements to
Western Crane Supply, Inc. ("Western"), a Kennewick, Washington-based
operator of construction cranes and an affiliate of Neil F. Lampson, Inc.,
for a total consideration of $15.9 million cash.  A discussion of the terms
and conditions of the Liquidating Sale is contained in Note 1 of the Notes to
the Consolidated Financial Statements contained in the Partnership's Annual
Report to Unitholders for the year ended December 31, 1997, filed as an
exhibit under Item 14.  As a result of the Liquidating Sale, the General
Partners are in the process of dissolving the Partnership.

On June 4, 1997, a purported class action suit was commenced by a limited
partner who acquired its interest in the Partnership through a tender offer
(the "Plaintiff"), on behalf of, among others, all limited partners of the
Partnership, in the 151st judicial District Court for Harris County, Houston,
Texas against Steven A. Webster, Equipment Management, Inc. (the general
partners of the Partnership), DSC Venture (a Texas joint venture in which the
Partnership owns a 99% interest), Dayton-Scott Equipment Company (the former
manager of the Partnership's construction crane fleet) and SFN Corporation (a
corporation which was owned, in part, by the Partnership, which, in turn,
owned construction cranes which were sold with the balance of the
Partnership's crane fleet in the fourth quarter of 1996) and the Partnership
(a Nominal Defendant) (collectively, the "Defendants").  The petition
purports to bring a suit for breach of fiduciary duty and breach of contract
with respect to the management and sale of the construction crane fleet and
related equipment.  The Plaintiff has requested that the court enter a
judgment against the Defendants, jointly and severally, (i) declaring a
proper class action; (ii) awarding unspecified compensatory damages, plus
interest, expenses and attorneys fees and (iii) awarding punitive and
exemplary damages.  The Defendants believe the allegations in this complaint
are without merit and intend to defend the action vigorously.

At December 31, 1997, the Partnership and its consolidated venture and
subsidiary's cash and cash equivalents balance totaled $1,909,899 compared to
$15,217,595 at December 31, 1996.  The decrease is primarily due to the
payment of cash distributions and to the Liquidating Sale, when operations
ceased.  On March 6, 1997, the Partnership paid a special cash distribution,
in the amount of $300 per Unit, to Unitholders of record as of November 27,
1996.  As a result, distribution payable decreased from $10,333,264 at
December 31, 1996 to $0 at December 31, 1997.  Such distribution represented
a substantial portion of the net sales proceeds and distributions from DSC
received by the Partnership from the Liquidating Sale.  The Partnership's
remaining cash reserve will first be used to provide for the Partnership's
remaining liabilities and obligations, which include legal fees from the
purported class action lawsuit, following which any remaining cash will be
distributed to the partners upon liquidation.

Accounts receivable decreased from $173,415 at December 31, 1996 to $0 at
December 31, 1997 due to the receipt of payment for all receivables accrued
prior to the Liquidating Sale.

Other assets decreased from $193,397 at December 31, 1996 to $0 at December
31, 1997 due to the reimbursement during the first quarter of 1997 of closing
costs, held in escrow, from the Liquidating Sale.

Accounts payable and accrued expenses decreased from $1,745,745 at December
31, 1996 to $1,605,246 at December 31, 1997.  The change is due to
differences in the timing of payments, primarily the payment of 1996
operating expenses offset by the accrual of liquidating expenses during 1997.

Management fee payable decreased from $1,445,685 at December 31, 1996 to $0
at December 31, 1997 reflecting the payment during the first quarter of 1997
of deferred management fees and property disposition fees.

Income taxes payable decreased from $624,065 at December 31, 1996 to $0 at
December 31, 1997.  The decrease is primarily due to the payment of federal
income taxes during the first quarter of 1997.

Results of Operations

1997 vs. 1996
For the year ended December 31, 1997, the Partnership generated a net loss of
$546,682, compared to net income of $11,599,902 for the year ended December
31, 1996.  The change is primarily due to a $16,217,725 gain recognized on
the sale of twelve cranes and two pieces of related equipment during the
first nine months of 1996 and Liquidating Sale in November 1996. Excluding
the gains recognized on the sale of equipment, the Partnership generated
losses from operations, before provision for income taxes and minority
interest, of $433,295 and $3,204,434 for 1997 and 1996, respectively.  The
decreased loss from operations during 1997 is primarily attributable to the
absence of operating activity, and particularly by a decrease in total
expenses in the 1997 period, as a result of the Liquidating Sale.

Rental income decreased to $0 for the year ended December 31, 1997, compared
to $4,239,442 for the year ended December 31, 1996, reflecting the absence of
rental revenue in 1997 as a result of the Liquidating Sale.

Interest income for the year ended December 31, 1997 totaled $213,557,
compared to $123,965 for the year ended December 31, 1996.  The increase is
primarily due to the Partnership maintaining a higher average cash balance
during 1997 as a result of the proceeds from the Liquidating Sale.

As a result of the Liquidating Sale, rental expenses, depreciation and
amortization, interest expense and management fee expense decreased from
their respective balances for the year ended December 31, 1996 to $0 during
the same periods in 1997.

General, selling and administrative expenses decreased to $652,514 for the
year ended December 31, 1997 from $4,118,219 for the year ended December 31,
1996. The decrease is primarily attributable to the wind down of Partnership
operations subsequent to the Liquidating Sale.

1996 vs. 1995
For the year ended December 31, 1996, the Partnership generated net income of
$11,599,902 compared to net income of $354,222 for the year ended December
31, 1995.  The increase in net income is primarily due to a $16,217,725 gain
recognized on the sale of twelve cranes and two pieces of related equipment
during the first nine months of 1996 and Liquidating Sale in November 1996.
The gain was partially offset by an increase in general, selling and
administrative expense.  Excluding the gains recognized on the sales of
equipment, the Partnership generated losses from operations, before provision
for income taxes and minority interest, of $3,204,434 and $522,943 for 1996
and 1995, respectively.

Rental revenues for the year ended December 31, 1996 decreased compared to
1995 primarily due to the absence of December 1996 rental revenue resulting
from the Liquidating Sale in November 1996.

Interest income for the year ended December 31, 1996 increased compared to
1995 primarily due to the Partnership's higher average cash balance as a
result of the Liquidating Sale.

For the year ended December 31, 1996, general, selling and administrative
expenses totaled $4,118,219 compared to $1,915,608 for 1995.  The increase is
mainly due to increased salary expense and consulting fees paid by DSC and
SFN related to the Liquidating Sale in November 1996 and the accrual of
expenses associated with the Partnership's liquidation.

Interest expense for the year ended December 31, 1996 decreased compared to
1995 due to interest being calculated on lower outstanding principal balances
on the Partnership's debt resulting from principal repayments made during
1996 and payment in full of all outstanding debt.

Management fees increased from $233,875 for the year ended December 31, 1995
to $947,609 for the year ended December 31, 1996 due to disposition fees and
incentive management fees related to the Liquidating Sale in November 1996.

Gain on extinguishment of debt was $130,144 for the year ended December 31,
1996.  SFN had executed a participation note (the "Participation Note") with
The CIT Group/Equipment Financing, Inc. ("CIT"). Pursuant to this note, CIT
was entitled to receive the greater of the accreted value of the note or 25%
of the net proceeds from the sale of the cranes plus 25% of the fair market
value of the cranes owned by SFN on November 30, 2000.  At April 30, 1992,
the Participation Note was recorded at 25% of the fair market value of the
cranes or $700,000.  The Participation Note was prepaid during 1996 resulting
in a gain on the extinguishment of the debt in the amount of $105,144.  SFN
also executed a subordinated promissory note to Security Pacific Business
Credit, Inc. ("SPBC") in the amount of $1,000,000.  The Note due to SPBC was
also
prepaid in 1996 resulting in a gain on the extinguishment of the debt in the
amount of $25,000.
Item 8.  Financial Statements and Supplementary Data.

See Item 14 for a listing of the financial statements filed with this report.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.


                                PART III


Item 10.  Directors and Executive Officers of the Partnership.

The Partnership does not have any officers, directors or employees.  The
General Partners of the Partnership are Equipment Management, Inc. (formerly
known as Hutton Equipment Management, Inc.) and Steven A. Webster.  The
Partnership has entered into a Management Agreement with the General
Partners, pursuant to which they will perform certain management functions
for the Partnership as well as provide certain administrative services.

Steven A. Webster, 46, currently serves as President and Chief Executive
Officer of R & B Falcon Corporation, a publicly-held offshore drilling
contractor, of which he is also a director.  Mr. Webster serves as a director
of the following publicly-held companies:  Crown Resources Corporation, a
precious metals mining concern; Grey Wolf, Inc., a land drilling contractor;
Geokinetics, Inc., a seismic acquisition company; and Ponder Industries,
Inc., an oil field service company.

Officers and Directors of EMI
Certain officers and directors of EMI are now serving (or in the past have
served) as officers or directors of entities which act as general partners of
a number of limited partnerships which have sought protection under the
provisions of the Federal Bankruptcy Code.  These partnerships sought the
protection of the bankruptcy laws to protect the partnerships' assets from
loss through foreclosure.

The directors and executive officers of EMI are as follows:

    Name              Office
    Jeffrey Carter    Director, President and Chief Financial Officer
    Moshe Braver      Vice President and Director

Jeffrey C. Carter, 52, is a Senior Vice President of Lehman Brothers in the
Diversified Asset Group.  Mr. Carter joined Lehman Brothers in September
1988. From 1972 to 1988, Mr. Carter held various positions with Helmsley-
Spear Hospitality Services, Inc. and Stephen W. Brener Associates, Inc.
including Director of Consulting Services at both firms. From 1982 through
1987, Mr. Carter was President of Keystone Hospitality Services, an
independent hotel consulting and brokerage company.  Mr. Carter received his
B.S. degree in Hotel Administration from Cornell University and an M.B.A.
degree from Columbia University.

Moshe Braver, 44, is currently a Managing Director of Lehman Brothers and has
held such position since October 1985.  During this time, he has held
positions with the Business Analysis Group, International and Capital Markets
Administration and currently, with the Diversified Asset Group. Mr. Braver
joined Shearson Lehman Brothers in August 1983 as Senior Vice President.
Prior to joining Shearson, Mr. Braver was employed by the accounting firm of
Coopers & Lybrand from January 1975 through August 1983 as an Audit Manager.
He
received a Bachelor of Business Administration degree from Bernard Baruch
College in January 1975 and is a Certified Public Accountant.

Certain Matters Involving Affiliates of EMI
On July 31, 1993, Shearson Lehman Brothers Inc. sold certain of its domestic
retail brokerage and asset management businesses to Smith Barney, Harris
Upham & Co. Incorporated ("Smith Barney").  Subsequent to the sale, Shearson
Lehman Brothers Inc. changed its name to Lehman Brothers Inc.  The
transaction did not affect the ownership of the General Partner.  However,
the assets acquired by Smith Barney included the name "Hutton." Consequently,
the Hutton Equipment Management, Inc. general partner changed its name to
Equipment Management, Inc. on January 13, 1994 and the name of the
Partnership was changed to Equipment Asset Recovery Fund, L.P. on October 29,
1993 to delete any reference to "Hutton."


Item 11.  Executive Compensation.

The Partnership does not pay the officers or directors of EMI any
remuneration. In addition, EMI does not pay any remuneration to any of its
officers or directors, all of whom receive salaries from an affiliate of EMI.
Reference is made to Note 3 to the Consolidated Financial Statements
contained in the Partnership's Annual Report to Unitholders for the year
ended December 31, 1997, filed as an exhibit under Item 14, for a discussion
of the allocations of Partnership income, losses, distributions and gains
from the disposition of assets.


Item 12.  Security Ownership of Certain Beneficial Owners and Management.

(a)  Security Ownership of Certain Beneficial Owners.
No person was known by the Partnership to be the beneficial owner of more
than 5% of the Units of the Partnership.

(b)  Security Ownership of Management.
The General Partners do not own any Units, and no officer or director of EMI
owns any Units.

(c)  Changes in Control.
None.

Item 13.  Certain Relationships and Related Transactions.

The General Partners and their affiliates are entitled to receive annual
Management Fees equal to the greater of $120,000 or 5% of the gross revenues
from the operation of the assets owned directly or indirectly by the
Partnership.  During fiscal 1997 and 1996, the General Partners earned $0 and
$209,802, respectively, in Management Fees.  The General Partners are also
entitled to a disposition fee equal to 2% of the gross proceeds from the sale
of the Partnership's assets.  During 1997 and 1996, the General Partners
earned disposition fees totaling $0 and $516,294.  During the second quarter
of 1985, the General Partners elected to defer the payment of all Management
Fees, other than the $10,000 per month payable to San Felipe Resources
Company, a partnership owned primarily for the benefit of Mr. Webster, until
the cash flow of the Partnership improved.  In June 1986, the amount of fees
paid currently to San Felipe Resources Company was further reduced to $5,000
per month.  (See Note 8 to the Consolidated Financial Statements contained
herein at Item 14 for additional details.)

The Partnership also received $459,000 in management fees from SFN during
1997. In addition, the Partnership received liquidating distributions of
approximately $742,138 from SFN in 1997.  (See Note 5 to the Consolidated
Financial Statements contained herein at Item 14 for additional details.)

On November 20, 1996, the Partnership paid EMI deferred management fees of
$1,331,742.  Subsequent to December 31, 1996, the Partnership paid San Felipe
Resources (for the benefit of Mr. Webster) $948,197 and EMI $275,974 for
deferred management fees and the accrued disposition fee.
Under the terms of the management contract between the Partnership and the
General Partners, the General Partners and their affiliates are entitled to
reimbursements by the Partnership for certain costs and expenses described
therein relating to certain administrative and other services and goods
provided.  First Data Investor Services Group, formerly The Shareholder
Services Group, provides accounting and investor relations services for the
Partnership.  The Partnership's transfer agent and certain tax reporting
services are provided by Service Data Corporation.  Both First Data Investor
Services Group and Service Data Corporation are unaffiliated companies. PART
IV
Item 14.  Exhibits, Financial Statements, Schedules and Reports on Form
8-K.

(a) (1)               Financial Statements and Notes.
                                                                Page
       Independent Auditors' Report
            Arthur Andersen LLP                                 (1)
      Consolidated Balance Sheets - December 31, 1997 and 1996 (1)
       Consolidated Statements of Operations - For the
        years ended
        December 31, 1997, 1996 and 1995                        (1)

       Consolidated Statements of Partners' Capital (Deficit) -
        For the years ended
        December 31, 1997, 1996 and 1995                        (1)

       Consolidated Statements of Cash Flows -
        For the years ended
        December 31, 1997, 1996 and 1995                        (1)

       Notes to the Consolidated Financial Statements           (1)

          (1) Incorporated by reference to the Partnership's
          Annual Report to Unitholders for
          the year ended December 31, 1997.

(a) (2)     Schedules

All schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission have been omitted since

(1) the information required is disclosed in the financial statements and

notes there to;

(2) the schedules are not required under the related instructions; or

(3) the schedules are inapplicable.

(3) Exhibits

The following exhibits are being filed as a part of this report.  Documents
other than those designated as being filed herewith are incorporated herein
by reference.


Exhibit No.      Description


       3.1      Amended and Restated Agreement and Certificate of Limited
       Partnership of the Partnership (Exhibit 4.1 to the Registrant's
       Registration Statement on Form S-1, File No. 2-87488 is incorporated
       herein by reference).


      10.1     Management Contract by and among the Partnership, Equipment
      Management Inc., Steven A. Webster, and Paul B. Loyd, Jr. (Exhibit 10.1
      to the Registrant's Registration Statement on Form S-1, File No. 2-87488,
      is incorporated herein by reference).

      10.2     Joint Venture Agreement dated October 9, 1984 between the
      Partnership, Cerrito Partners and GD Investors, Inc. (Exhibit 4 to the
      Registrant's current report on Form 8-K dated October 10, 1984, File No.
      2-87488, is incorporated herein by reference).

      10.3     Agreement and Plan of Merger dated December 2, 1987.
      (Incorporated by reference to Form 8-K dated December 2, 1987 filed
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 by
      the E.F. Hutton Group Inc., commission file number 1-7376).

      10.4     Press Release, New York, New York dated December 3, 1987.
      (Incorporated by reference to Form 8-K dated December 2, 1987 filed
      pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 by
      the E.F. Hutton Group Inc., commission file number 1-7376).

      10.5     DSC Venture Amended and Restated Joint Venture Agreement dated
      as of October 1, 1984, executed April 2, 1987. (Exhibit 10.13 to the
      Registrant's report on Form 10-K for the year ended December 31, 1987,
      File No. 2-87488, is incorporated herein by reference).

      10.6     Net profits agreement dated April 2, 1987 by and among Security
      Pacific Business Credit Inc., DSC Venture and the Registrant.  (Exhibit
      10.14 to the Registrant's report on Form 10-K for the year ended December
      31, 1987, File No. 2-87488, is incorporated herein by reference).

      10.7     Purchase Agreement dated October 23, 1989 between Falcon
      Drilling Inc. and the Registrant.  (Exhibit 10.11 to the Registrant's
      report on Form 10-K for the year ended December 31, 1989, File No. 2-
      87488, is incorporated herein by reference).

      10.8     Agreement dated October 23, 1989 by and among the Registrant,
      CP-1, Ltd. and GD Investors, Inc.  (Exhibit 10.12 to the Registrant's
      report on Form 10-K for the year ended December 31, 1989, File No. 2-
      87488, is incorporated herein by reference).

      10.9     Management Agreement effective January 1, 1990 between DSC
      Venture and Dayton-Scott Equipment Company (Exhibit 10.9 to the
      Registrant's Report on Form 10-K for the year ended December 31, 1990,
      File No. 2-87488, is incorporated herein by reference).

      10.10    Loan and Security Agreement by and between SFN Corporation and
      the CIT Group/Equipment Financing, Inc. Dated as of April 30, 1992.
      (Exhibit 10.10 to the Registrant's report on Form 10-K  for the year
      ended December 31, 1987, File No. 2-87488, is incorporated herein by
      reference).

      13.1     Annual Report to Unitholders for the year ended December 31,
      1997.

     22.1  Subsidiaries of the Registrant:  DSC Venture, a Texas joint
       venture and SFN Corporation, a Delaware Corporation (previously filed).
27.1  Financial Data Schedule.
      28.1     Portions of prospectus of Registrant dated February 2, 1984
      (incorporated by reference).

      99.1     Asset Purchase & Sale Agreement dated November 20, 1996, and
      accompanying exhibits, by and among Neil F. Lampson, Inc. as buyer and
      DSC, EARF and SFN as Sellers (incorporated by reference to the
       Partnership's Annual Report to Unitholders for the year ended December
       31, 1996).
  (b)  Reports on Form 8-K filed in the fourth quarter of fiscal 1997:
        No reports on Form 8-K were filed during the quarter for which this
       report was filed.
                           SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange

Act of 1934, the Registrant has duly caused this report to be signed on its

behalf by the undersigned, thereunto duly authorized.



Dated:  March 30, 1998

                         EQUIPMENT ASSET RECOVERY FUND

                         BY:  Equipment Management, Inc.
                           General Partner




                         BY:    /s/ Jeffrey C. Carter
                         Name:  Jeffrey C. Carter Title:
                         President, Director and
                                Chief Financial Officer


                         BY:    /s/Steven A. Webster
                         Name:  Steven A. Webster General
                                Partner


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


                         EQUIPMENT MANAGEMENT, INC.
                         A General Partner


Date:  March 30, 1998

                         BY:    /s/Jeffrey C. Carter
                         Name:  Jeffrey C. Carter Title:
                         President, Director and
                                Chief Financial Officer

Date:  March 30, 1998

                         BY:    /s/Moshe Braver
                         Name:  Moshe Braver Title:
                         Vice President and
                                Director