SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended          September 30, 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                           0-19164
                             ---------------------------------------------------

         Capital Preferred Yield Fund, A California Limited Partnership
         --------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      California                                        68-0190817
-----------------------                     ------------------------------------
(State of organization)                     (I.R.S. Employer Identification No.)

7175 West Jefferson Avenue, Suite 4000
         Lakewood, Colorado                                80235
----------------------------------------                 ----------
(Address of principal executive offices)                 (Zip Code)


        Registrant's telephone number, including area code (303) 980-1000
                                                           --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  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    .
                                       ---      ---

                        Exhibit Index appears on Page 13

                               Page 1 of 14 Pages



<PAGE>



                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

                          Quarterly Report on Form 10-Q
                              For the Quarter Ended
                               September 30, 1996


                                Table of Contents
                                -----------------


PART I.     FINANCIAL INFORMATION                                          PAGE
                                                                           ----
    Item 1.   Financial Statements (Unaudited)

              Balance Sheets-September 30, 1996 and December 31, 1995       3

              Statements of Income - Three and Nine months ended
              September 30, 1996 and 1995                                   4

              Statements of Cash Flows - Nine months ended
              September 30, 1996 and 1995                                   5

              Notes to Financial Statements                                 6

    Item 2.   Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                    8-12


PART II.    OTHER INFORMATION


    Item 1.   Legal Proceedings                                            13

    Item 6.   Exhibits and Reports on Form 8-K                             13

              Signature                                                    14

                                        2

<PAGE>



                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

                                 BALANCE SHEETS
                                   (Unaudited)


                                                     September 30,  December 31,
ASSETS:                                                   1996          1995
                                                     -------------  ------------


Cash and cash equivalents                              $ 4,069,687   $ 4,492,487
Accounts receivable, net                                   519,004       435,466
Inventory held for sale or re-lease                      1,261,236             -
Net investment in direct finance leases                  5,850,320     8,730,002
Leased equipment, net                                   15,982,842    23,859,022
                                                       -----------   -----------

Total assets                                           $27,683,089   $37,516,977
                                                       ===========   ===========

                        LIABILITIES AND PARTNERS' CAPITAL

LIABILITIES:

Payable to affiliates                                  $    73,713   $   121,065
Accounts payable and accrued liabilities                   549,111       587,399
Rents received in advance                                  319,794       260,394
Distributions payable to partners                        1,521,012       955,382
Discounted lease rentals                                 5,227,216     9,146,266
Financed operating lease rentals                         1,370,806     1,594,646
                                                       -----------   -----------

Total liabilities                                        9,061,652    12,665,152
                                                       -----------   -----------

PARTNERS' CAPITAL:

General partner                                                  -             -
Limited partners:
         Class A                                        15,802,913    21,715,744
         Class B                                         2,818,524     3,136,081
                                                       -----------   -----------

Total partners' capital                                 18,621,437    24,851,825
                                                       -----------   -----------

Total liabilities and partners' capital                $27,683,089   $37,516,977
                                                       ===========   ===========

   The accompanying notes are an integral part of these financial statements.

                                        3

<PAGE>



                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

                              STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                Three Months Ended               Nine months Ended
                                                                   September 30,                    September 30,
                                                          ------------------------------   -----------------------------
                                                               1996            1995            1996            1995
                                                          --------------    ------------   ------------     ------------
<S>                                                         <C>             <C>             <C>             <C>        
REVENUE:
  Operating lease rentals                                   $ 2,229,013     $ 3,084,438     $ 7,114,968     $10,355,221
  Direct finance lease income                                   335,366         380,296         891,456       1,274,718
  Equipment sales margin                                        939,667         315,577       1,331,766         735,115
  Interest income                                                52,125          39,781         154,165         104,609
                                                            -----------     -----------     -----------     -----------
         Total revenue                                        3,556,171       3,820,092       9,492,355      12,469,663
                                                            -----------     -----------     -----------     -----------

EXPENSES:
  Depreciation and amortization                               1,457,668       2,311,822       4,937,904       7,782,786
  Management fees paid to general partner                       193,093         218,869         544,863         767,810
  Direct services from general partner                           17,647          20,098          73,971          70,772
  Interest on discounted lease rentals                          114,142         256,475         414,491         929,246
  Interest on financed operating lease rentals                   18,685               -          75,640               -
  General and administrative                                     70,232          51,478         368,388         172,731
  Provision for losses                                                -               -         805,000         125,000
                                                            -----------     -----------     -----------     -----------
         Total expenses                                       1,871,467       2,858,742       7,220,257       9,848,345
                                                            -----------     -----------     -----------     -----------

NET INCOME                                                  $ 1,684,704     $   961,350     $ 2,272,098     $ 2,621,318
                                                            ===========     ===========     ===========     ===========

NET INCOME ALLOCATED:
  To the general partner                                    $   170,752     $   105,089     $   377,492     $   312,419
  To the Class A limited partners                             1,407,573         796,094       1,761,470       2,146,659
  To the Class B limited partner                                106,379          60,167         133,136         162,240
                                                            -----------     -----------     -----------     -----------

                                                            $ 1,684,704     $   961,350     $ 2,272,098     $ 2 621,318
                                                            ===========     ===========     ===========     ===========

  Net income per weighted average Class A
      limited partner unit outstanding                      $      5.57     $      3.14     $      6.97     $      8.44
                                                            ===========     ===========     ===========     ===========

  Weighted average Class A limited partner
       units outstanding                                        252,492         253,917         252,820         254,250
                                                            ===========     ===========     ===========     ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                        4

<PAGE>



                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                          Nine months ended
                                                                             September 30,
                                                                   --------------------------------
                                                                       1996                1995
                                                                   ------------        ------------

<S>                                                                <C>                 <C>         
NET CASH PROVIDED BY OPERATING ACTIVITIES                          $ 12,876,256        $ 16,187,858
                                                                   ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases from affiliate of equipment on operating leases          (1,095,366)           (993,087)
  Investment in direct finance leases, acquired from affiliate         (123,945)           (268,533)
                                                                   ------------        ------------

Net cash used in investing activities                                (1,219,311)         (1,261,620)
                                                                   ------------        ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Principal payments on financed operating lease rentals               (130,841)                 -
  Principal payments on discounted lease rentals                     (4,012,049)         (7,396,162)
  Distributions to partners                                          (7,823,079)         (6,967,606)
  Redemptions of limited partner units                                 (113,776)            (85,923)
                                                                   ------------        ------------

Net cash used in financing activities                               (12,079,745)        (14,449,691)
                                                                   ------------        ------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                   (422,800)            476,547

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                      4,492,487           2,435,555
                                                                   ------------        ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                         $  4,069,687        $  2,912,102
                                                                   ============        ============

Supplemental disclosure of cash flow information:
         Interest paid on discounted lease rentals                 $    414,491        $    929,246
         Interest paid on financed operating lease rentals               75,640                   -

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                        5

<PAGE>


                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

1.   Basis of Presentation
     ---------------------

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information and the  instructions to Form 10-Q and Rule 10-01 of
     Regulation S-X. Accordingly, they do not include all of the information and
     disclosures required by generally accepted accounting principles for annual
     financial   statements.   In  the  opinion  of  the  general  partner,  all
     adjustments  (consisting only of normal recurring  adjustments)  considered
     necessary for a fair presentation have been included.  The balance sheet at
     December 31, 1995 has been derived  from the audited  financial  statements
     included in the Partnership's 10-K. For further  information,  refer to the
     financial  statements of Capital Preferred Yield Fund, A California Limited
     Partnership  (the  "Partnership"),  and the related notes,  included in the
     Partnership's  Annual  Report on Form 10-K for the year ended  December 31,
     1995, previously filed with the Securities and Exchange Commission.

2.   Equipment Purchases
     -------------------

     During the nine months ended September 30, 1996, the Partnership  purchased
     from Capital Associates  International,  Inc. ("CAII"), the Class B limited
     partner and an affiliate of the general partner,  the equipment under lease
     listed below. The Partnership  purchased the equipment at cost to CAII. The
     Partnership  reached its front-end  fee cap, as defined in the  Partnership
     Agreement,  during a prior fiscal year.  Accordingly,  CAII did not receive
     any acquisition  fees on equipment sold to the Partnership  during the nine
     months ended September 30, 1996.
                                                                       Total
                                       Equipment                     Equipment
         Lessee                        Description                Purchase Price
         ------                        -----------                --------------

     Consolidated Diesel Company       Copier                        $    11,945
     Consolidated Diesel Company       Boring machine                     28,500
     Alliant Techsystems, Inc.         Computer equipment                210,159
     Wagner College                    Computer equipment                 68,722
     Henry General Hospital            Medical equipment                 112,000
     Wagner College                    Computer equipment                 76,854
     Sarif                             Manufacturing equipment           610,000
     Wagner College                    Computer equipment                 33,604
     Wagner College                    Computer equipment                 67,527
                                                                     -----------

                                                                     $ 1,219,311
                                                                     ===========


                                        6

<PAGE>


                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

3.   Equipment Held for Sale or Re-lease
     -----------------------------------

     Equipment  held  for sale or  re-lease,  recorded  at the  lower of cost or
     market  value  expected to be realized,  consists of  equipment  previously
     leased to end users which has been  returned to the  Partnership  following
     lease expiration.

4.   Bankrupt Lessee
     ---------------

     Anchor Glass filed for protection  under Chapter 11 of the bankruptcy  code
     on September 13, 1996.  The aggregate net book value under four leases with
     this lessee was $260,991 at September 30, 1996.  Potential outcomes are (i)
     the lessee  affirms its leases and the  Partnership  collects all rents due
     under the leases or (ii) the lessee  rejects  the  leases and  returns  the
     underlying equipment to the Partnership. If the leases are rejected and the
     equipment is returned to the  Partnership  or sold to a third party,  it is
     possible that remarketing  proceeds will be less than the net book value of
     the equipment.  However,  if the lessee affirms the leases, the Partnership
     would not be  subject to a loss.  The  lessee  has not made its  intentions
     known at this time and, accordingly,  the amount of loss, if any, cannot be
     determined as of September 30, 1996. Regardless of the lessee's decision to
     accept or reject the leases, the general partner believes that the ultimate
     outcome  will not  have a  material  adverse  impact  on the  Partnership's
     financial position or results of operations.


                                        7

<PAGE>


                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations


Results of Operations
---------------------

Presented below are schedules  (prepared  solely to facilitate the discussion of
results of  operations  that  follows)  showing  condensed  statements of income
categories and analyses of changes in those  condensed  categories  derived from
the Statements of Income.

<TABLE>
<CAPTION>

                                  Condensed Statements of                         Condensed Statements of         
                                Income for the three months    The effect on     Income for the nine months       The effect on
                                    ended September 30,        net income of        ended September 30,           net income of
                               ----------------------------   changes between   ----------------------------     changes between
                                   1996           1995            periods           1996           1995              periods
                               ------------   -------------  ----------------   --------------  ------------     ---------------

<S>                            <C>            <C>              <C>               <C>            <C>               <C>         
Leasing margin                 $   973,884    $   896,437      $    77,447       $ 2,578,389    $ 2,917,907       $  (339,518)
Equipment sales margin             939,667        315,577          624,090         1,331,766        735,115           596,651
Interest income                     52,125         39,781           12,344           154,165        104,609            49,556
Management fees paid to
   general partner                (193,093)      (218,869)          25,776          (544,863)      (767,810)          222,947
Direct services from general
    partner                        (17,647)       (20,098)           2,451           (73,971)       (70,772)           (3,199)
General and administrative         (70,232)       (51,478)         (18,754)         (368,388)      (172,731)         (195,657)
Provision for losses                     -              -                -          (805,000)      (125,000)         (680,000)
                               -----------    -----------      -----------       -----------    -----------       -----------

Net income                     $ 1,684,704    $   961,350      $   723,354       $ 2,272,098    $ 2,621,318       $  (349,220)
                               ===========    ===========      ===========       ===========    ===========       ===========
</TABLE>


The Partnership  entered its liquidation period (as set forth in the Partnership
Agreement)  in April 1996. As the  liquidation  period  continues,  purchases of
equipment under lease will cease (other than for prior commitments and equipment
upgrades),  initial  leases  will  expire  and the  amount  of  equipment  being
remarketed (i.e., re-leased,  renewed, or sold) will increase. Because a leasing
portfolio declines in size as it matures, these circumstances have resulted in a
decline  in  the  Partnership's   leasing  portfolio  (referred  to  in  further
discussions as "portfolio run-off").



                                        8

<PAGE>


                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations, continued
---------------------

LEASING MARGIN

Leasing margin consists of the following:

<TABLE>
<CAPTION>

                                                              Three months ended                         Nine months ended
                                                                 September 30,                              September 30,
                                                       ---------------------------------         ---------------------------------
                                                          1996                 1995                  1996                 1995
                                                       ------------         ------------         ------------         ------------

<S>                                                    <C>                  <C>                  <C>                  <C>         
Operating lease rentals                                $  2,229,013         $  3,084,438         $  7,114,968         $ 10,355,221
Direct financing lease income                               335,366              380,296              891,456            1,274,718
Depreciation and amortization                            (1,457,668)          (2,311,822)          (4,937,904)          (7,782,786)
Interest expense on related financed
  operating lease rentals                                   (18,685)                   -              (75,640)                   -
Interest expense on related discounted
  lease rentals                                            (114,142)            (256,475)            (414,491)            (929,246)
                                                       ------------         ------------         ------------         ------------
   Leasing margin                                      $    973,884         $    896,437         $  2,578,389         $  2,917,907
                                                       ============         ============         ============         ============

   Leasing margin ratio                                          38%                  26%                  32%                  25%
                                                       ============         ============         ============         ============
</TABLE>

The  components  of leasing  margin have  declined  and are  expected to decline
further due to  portfolio  run-off.  Leasing  margin ratio  increased  primarily
because a portion of the  Partnership's  portfolio  consists of operating leases
financed with  non-recourse  debt (including  both discounted  lease rentals and
financed operating lease rentals). Leasing margin and the related leasing margin
ratio for an operating lease financed with  non-recourse  debt increases  during
the term of the lease since rents and  depreciation  are  typically  fixed while
interest expense declines as the related non-recourse debt is repaid.

The ultimate rate of return on leases depends,  in part, on the general level of
interest  rates at the time the leases  are  originated.  Because  leasing is an
alternative to financing equipment purchases with debt, lease rates tend to rise
and fall with  interest  rates  (although  lease rate  movements  generally  lag
interest rate changes in the capital markets). Interest rates declined from 1990
until the early part of 1994.  The lease  rates on  equipment  purchased  by the
Partnership during this period reflect this low interest rate environment.  This
will result in  corresponding  reductions in the ultimate  overall yields to the
partners. Annual average 5-year U.S. Treasury yields for the past six years were
as follows:






                                        9

<PAGE>


                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations, continued
---------------------

LEASING MARGIN, continued

Annual average 5-year U.S. Treasury Yield

       Year           Yield
       ----           -----

       1990           8.37
       1991           7.37
       1992           6.19
       1993           5.14
       1994           6.69
       1995           6.53

EQUIPMENT SALES MARGIN

Equipment sales margin consists of the following:

<TABLE>
<CAPTION>

                                                              Three months ended                         Nine months ended
                                                                 September 30,                              September 30,
                                                      ---------------------------------           ---------------------------------
                                                          1996                 1995                  1996                 1995
                                                      -----------           -----------           -----------           -----------

<S>                                                   <C>                   <C>                   <C>                   <C>        
Equipment sales revenue                               $ 1,916,434           $ 1,014,312           $ 3,814,203           $ 2,516,145
Cost of equipment sales                                  (976,767)             (698,735)           (2,482,437)           (1,781,030)
                                                      -----------           -----------           -----------           -----------

   Equipment sales margin                             $   939,667           $   315,577           $ 1,331,766           $   735,115
                                                      ===========           ===========           ===========           ===========
</TABLE>

The Partnership is in its liquidation period.  During the liquidation period, as
initial leases terminate,  the equipment is being remarketed (i.e., re-leased or
sold to either the  original  lessee or a third  party)  and,  accordingly,  the
timing and amount of equipment sales cannot be projected accurately.

INTEREST INCOME

Interest income increased due to an increase in cash available for investment as
well as an increase in interest rates.


                                       10

<PAGE>


                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations, continued
---------------------

PROVISION FOR LOSSES

The  remarketing  of  equipment  for an amount  greater  than its book  value is
reported as equipment  sales margin (if the equipment is sold) or leasing margin
(if the equipment is re-leased). The realization of less than the carrying value
of equipment (which is typically not known until  remarketing  subsequent to the
initial lease termination has occurred) is recorded as provision for losses.

Residual values are established equal to the estimated value to be received from
the equipment following termination of the lease. In estimating such values, the
Partnership considers all relevant facts regarding the equipment and the lessee,
including,  for  example,  the  likelihood  that the lessee  will  re-lease  the
equipment.  The nature of the  Partnership's  leasing  activities is that it has
credit  exposure and residual value exposure and,  accordingly,  in the ordinary
course of business,  it will incur losses from those exposures.  The Partnership
performs   ongoing   quarterly   assessments   of   its   assets   to   identify
other-than-temporary losses.

The provision for losses  recorded for the nine months ended  September 30, 1996
was primarily related to the following:

*     Certain  equipment was returned to the  Partnership.  The Partnership had
      previously  expected  to realize  the  carrying  value of this  equipment
      through lease  renewals and proceeds  from the sale of this  equipment to
      the original lessees. The fair market value of the equipment re-leased or
      sold to a third party is less than anticipated as described below:

      -   $320,000 related to bankrupt lessees.
      -   $150,000  related to a lessee  returning an  aircraft, with a carrying
          value of $1,250,000, to the Partnership.
      -   $130,000   related  to  a  lessee   experiencing    severe   financial
          difficulties. The lessee has notified the  Partnership that it will be
          returning the equipment currently under lease.
      -   $95,000  related  to lessees  returning  modular  buildings,  computer
          equipment,   a  telephone  system  and   hospital   equipment  to  the
          Partnership.

*     $110,000 related to the sale of equipment having a lower fair market value
      than originally anticipated.

The provision  for losses  recorded  during the nine months ended  September 30,
1995 was  primarily  related  to a lessee  returning  medical  equipment  to the
Partnership.  The  Partnership  had previously  expected to realize the carrying
value of this  equipment  through  lease  renewals and proceeds from sale of the
equipment  to the  original  lessee.  The fair  market  value  of the  equipment
re-leased or sold to a third party was considerably less than anticipated.

                                       11

<PAGE>


                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Results of Operations, continued
---------------------

EXPENSES

Management fees paid to the general partner  decreased  primarily as a result of
portfolio run-off.

General and  administrative  expenses  increased  primarily  due to (i) $104,027
reimbursed  to the  general  partner  during  the  second  quarter  of 1996  for
insurance  costs  related to prior years and (ii)  increased  storage  costs for
warehoused inventory.


Liquidity and Capital Resources
-------------------------------

The Partnership funds its operating activities principally with cash from rents,
non-recourse debt, interest income and sales of off-lease  equipment.  Available
cash and cash reserves of the Partnership are invested in interest  bearing cash
accounts and short-term U.S. Government  securities pending additional equipment
acquisitions and distributions to the partners.

During the nine months ended  September  30,  1996,  the  Partnership  purchased
equipment  under lease for a total equipment  purchase price of $1,219,311.  All
such  equipment  was  purchased  from  Capital  Associates  International,  Inc.
("CAII"),  the Class B limited partner and an affiliate of the general  partner.
The Partnership  entered its  liquidation  period (as defined in the Partnership
Agreement) in April 1996. During the liquidation period,  purchases of equipment
under  lease will  cease  (other  than for prior  commitments  or for  equipment
upgrades).  At September 30, 1996, the  Partnership  had commitments to purchase
$400,000 of additional  equipment that satisfied the  Partnership's  acquisition
criteria. The Partnership expects to acquire this equipment during the remainder
of 1996.

During the nine months  ended  September  30,  1996,  the  Partnership  declared
distributions to the partners of $8,388,199 ($1,520,501 of which was paid during
October 1996). A substantial portion of such distributions  constituted a return
of capital.  Distributions may be characterized for tax, accounting and economic
purposes  as a return of  capital,  a return on capital or both.  The portion of
each cash  distribution by the Partnership  which exceeds its net income for the
fiscal  period may be deemed a return of capital.  However,  the total return on
capital over the Partnership's life can only be determined at the termination of
the Partnership  after all residual cash flows (which include  proceeds from the
re-leasing and sale of equipment after the initial lease terms expire) have been
realized at the termination of the Partnership.

The general partner believes that the Partnership will generate  sufficient cash
flow from operations  during the remainder of 1996 to (1) meet current operating
requirements and (2) fund cash  distributions to the Class A limited partners in
accordance with the Partnership Agreement.  Distributions during the liquidation
period will be based upon cash  availability and will vary and all distributions
are expected to be a return of capital for economic purposes.

                                       12

<PAGE>



                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

                                    PART II.

                                OTHER INFORMATION


Item 1.        Legal Proceedings

               The   Partnership  is  involved  in  routine  legal   proceedings
               incidental  to the conduct of its business.  The general  partner
               believes  none of these  legal  proceedings  will have a material
               adverse  effect on the  financial  condition or operations of the
               Partnership.


Item 6.        Exhibits and Reports on Form 8-K

               (a) None

               (b) The  Partnership  did not file any reports on Form 8-K during
                   the three months ended September 30, 1996.

                                       13

<PAGE>



                          CAPITAL PREFERRED YIELD FUND
                        A California Limited Partnership

                                    Signature



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




                                 CAPITAL PREFERRED YIELD FUND
                                 A California Limited Partnership

                                 By:   CAI Partners Management Company


Dated: October 30, 1996          By:   /s/ John E. Christensen
                                       -----------------------
                                       John E. Christensen
                                       Senior Vice President,
                                       Chief Administrative Officer and Director



                                       14