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, 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:  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, New York, New York                        10285-2900
Address of principal executive offices                 Zip Code

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, 1996 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.  Please see "Item 2. Properties", and Note 1 and Note 6 of
the Notes to the Consolidated Financial Statements for a discussion of the
Liquidating Sale.  As a result of the Liquidating Sale, the General
Partners are in the process of liquidating the Partnership.

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").
Reference is made to Notes 5 and 6 to the Consolidated Financial
Statements, which are incorporated herein by reference thereto for a
discussion of the acquisition of the Fleet.  Dayton-Scott no longer holds
an ownership interest in DSC (please see the reference in Note 4 to the
Consolidated Financial Statements).

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.  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.  Please refer to Notes 5
and 7 to the Consolidated Financial Statements contained herein at Item 14
for a discussion of DSC's debt refinancing.

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.

The Partnership also received $1,938,000 in management fees from SFN during
1996 and $459,000 in January 1997.  In addition, the Partnership received
initial liquidating distributions of approximately $552,138 from SFN in
February 1997.  The Partnership expects to receive a final liquidating
distribution, in the amount of approximately $190,000, from its interest in
SFN by the end of 1997.

As a result of the Liquidating Sale, as of December 31, 1996, 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

The Registrant is not a party to any material pending legal proceedings.


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, 1996, 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, 1996, the
number of Limited Partners was 1,856.

The Partnership did not make cash distributions to Limited Partners during
1995 and 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
reserve 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
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements and related Notes
appearing elsewhere in this Form 10-K.

Financial Highlights
(in thousands except per Unit data)
                          1996     1995     1994     1993     1992
   Rental Revenues   $   4,239  $ 4,562  $ 4,818  $ 4,936  $ 4,698
   Gain on Sale of
     Equipment          16,218(a)   918      516      246        -
   Net Income (Loss)    11,600(a)   354      255     (101)   1,149(b)
   Net Income (Loss)
    per Unit            324.72(a)     -     (.46)   (9.88)   33.37(b)
   Total Assets         15,584(a) 8,422   10,534   11,953   13,445
   Loans Payable             -    4,453    7,047    9,101   10,759
   Cash Distributions
    per Unit            300.00(a)     -        -        -     8.88

   (a) Reflects 1996 equipment sale activity including the November 1996
       Liquidating Sale.  Please refer to Note 6 of the Notes to the
       Consolidated Financial Statements.
   (b) Includes a $1,453,896 gain on refinancing of long-term debt, net of
       minority interest allocation share.  Without this gain, the
       Partnership would have recorded a net loss of $304,424.


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

Liquidity and Capital Resources

At December 31, 1996, the Partnership and its consolidated venture and
subsidiary's cash and cash equivalents balance totaled $15,217,595 compared
to $1,118,831 at December 31, 1995.  The increase is primarily due to
proceeds from the Liquidating Sale exceeding cash used for Partnership
operations and principal payments on long-term debt.  Please see "Item 2.
Properties," and Note 1 and Note 6 of the Notes to the Consolidated
Financial Statements for a discussion of the Liquidating Sale.

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 reserve will first be
used to provide for the Partnership's remaining liabilities and obligations
following which any remaining cash will be distributed to the partners upon
liquidation.

At December 31, 1996, construction cranes at cost totaled $0 as compared to
$16,307,334 at December 31, 1995.  The decrease is due to the sale of
twelve DSC Venture cranes and one Ringer attachment and one SFN Ringer
attachment during the nine months ended September 30, 1996 and the
Liquidating Sale.  Reference is made to Note 1 and Note 6 of the Notes to
the Consolidated Financial Statements for a discussion of 1996 crane sale
activity.  Portions of the proceeds from the above-mentioned sales activity
were used to retire the Partnership's debt.  As a result , and in addition
to the Partnership's required monthly debt service payments, loans payable
decreased from $4,452,545 at December 31, 1995 to $0 at December 31, 1996.

Accounts receivable decreased from $272,837 at December 31, 1995 to
$173,415 at December 31, 1996 primarily due to the Liquidating Sale.
Organization and loan closing costs decreased from $321,888 at December 31,
1995 to $0 at December 31, 1996 due to fully amortizing loan closing costs
during 1996.

Accounts payable and accrued expenses increased from $463,130 at December
31, 1995 to $1,745,745 at December 31, 1996 due to accruals for expenses
associated with the Partnership's liquidation.

Management fee payable decreased from $1,889,818 at December 31, 1995 to
$1,445,685 at December 31, 1996 primarily due to the payment of accrued
management fees to the General Partners, offset by an accrual for 1996
management fees due to DSC and the sales disposition fee payable to the
General Partners.

Due to affiliates decreased from $147,000 at December 31, 1995 to $0 at
December 31, 1996.  The balance at December 31, 1995 primarily consisted of
an accrual for SFN consulting fees and salary expenses payable to the
minority stockholders.

Results of Operations

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.

1995 vs. 1994
For the year ended December 31, 1995, the Partnership generated net income
of $354,222 compared to net income of $255,302 for the year ended December
31, 1994.  The increase in net income was primarily due to a $918,435 gain
recognized on the sale of two DSC Venture cranes in January and December of
1995 and the sale of one SFN crane in May 1995, and decreases in both
depreciation and amortization and interest expense.  These were partially
offset by a decrease in rental revenues and an increase in general, selling
and administrative expense.  Excluding the gains recognized on the crane
sales, the Partnership generated losses from operations, before provision
for income taxes and minority interest, of $522,943 and $245,632 for 1995
and 1994, respectively.

Rental revenues for the year ended December 31, 1995 decreased compared to
1994 primarily due to the sale of three cranes during 1995.

For the year ended December 31, 1995, general, selling and administrative
expenses totaled $1,915,608 compared to $1,699,833 for 1994.  The increase
was mainly due to the accrual of $300,000 in 1995 for the SFN consulting
fee, 51% of which is eliminated in consolidation, and increased salary and
insurance expense.

Interest expense for the year ended December 31, 1995 decreased compared to
1994 due to interest being calculated on lower outstanding principal
balances on the Partnership's debt resulting from principal repayments made
during 1995.


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, 45, is Chairman of the Board and Chief Executive Officer
of Falcon Drilling Company, Inc., an offshore drilling contractor.  He also
serves as General Partner of two related investment partnerships, Cerrito
Partners, formed in 1984, and Cerrito Investments Limited Partnership,
formed in 1988.  Mr. Webster received a B.S. from Purdue University and an
M.B.A. from Harvard Business School.  Mr. Webster serves as a Director of
Crown Resource Corporation, a mining concern, and DI Industries Inc., a
land drilling company.  Mr. Webster also serves as a Trust Manager for
Camden Property Trust, a real estate investment trust.

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
    Moshe Braver        Director and President
    Daniel M. Palmier   Vice President and Chief Financial Officer

Moshe Braver, 43, 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.

Daniel M. Palmier, 35, is a Vice President of Lehman Brothers Inc. in its
Diversified Asset Group, and has been employed by Lehman Brothers since
June 1990.  He is responsible for the asset management and restructuring of
a diverse portfolio of assets including commercial real estate and
mortgages.  From March of 1988, Mr. Palmier worked for LJ Hooker
Corporation, Inc. and held positions of Senior Associate of Mergers and
Acquisitions/Corporate Finance and Vice President in the Real Estate
division.  From September 1986, Mr. Palmier was a Real Estate Acquisitions
Officer at John Anthony Associates, Inc. in New York.  From June 1983, Mr.
Palmier worked in the public accounting field, most notably for the firm
Price Waterhouse.  Mr. Palmier, a New York Certified Public Accountant,
earned a Masters of Science in Real Estate Degree from New York University
in 1995 and graduated from the University of Notre Dame in 1983 with a
B.B.A. in Accounting.

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,
which is incorporated herein by reference thereto 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
the 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 1996, the General Partners earned $209,802
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 1996, the General Partners earned a
disposition fee totaling $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.)

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 Agreement, 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.  Prior to May 1993, these services
were provided by an affiliate of a general partner.  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, 1996 and 1995                         (1)

       Consolidated Statements of Operations -
       For the years ended December 31, 1996,
       1995 and 1994                                      (1)

       Consolidated Statements of Partners' Capital
       (Deficit) - For the years ended December 31,
       1996, 1995 and 1994                                (1)

       Consolidated Statements of Cash Flows -
       For the years ended December 31, 1996,
       1995 and 1994                                      (1)

       Notes to the Consolidated Financial Statements     (1)

(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.

        (1) Incorporated by reference to the Partnership's Annual Report
            to Unitholders for the year ended December 31, 1996.

(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      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     Annual Report to Unitholders for the year ended December 31, 1996.

22     Subsidiaries of the Registrant:  DSC Venture, a Texas joint venture
       and SFN Corporation, a Delaware Corporation. (previously filed)

27     Financial Data Schedule.

28     Portions of prospectus of Registrant dated February 2,
       1984 (incorporated by reference).

99     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.

  (b)  Reports on Form 8-K filed in the fourth quarter of fiscal 1996:

       On November 27, 1996, the Partnership filed a Form 8-K
       reporting that on November 27, 1996, the Partnership, DSC and SFN
       executed a bulk sale of their crane fleets, related equipment and
       existing customer crane rental agreements to Western Crane Supply,
       Inc.

                           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 31, 1997

                         EQUIPMENT ASSET RECOVERY FUND

                         BY:  Equipment Management, Inc.
                           General Partner


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


                         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 31, 1997
                         BY:     /s/ Moshe Braver
                                     Moshe Braver
                                     Director and President


Date:  March 31, 1997
                         BY:     /s/ Daniel M. Palmier
                                     Daniel M. Palmier
                                     Vice President and
                                     Chief Financial Officer